Common use of Servicer Events of Default Clause in Contracts

Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof; (ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together. (iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).

Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof; (ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.; (iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 5,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 5,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 5,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).

Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 201[__]-[__] Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 201[__]-[__] Exchange Note or to this 201[__]-[__] Servicing Supplement: (i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 201[__]-[__] Exchange Note under the Basic Servicing Agreement or this 201[__]-[__] Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure; (ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 201[__]-[__] Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 201[__]-[__] Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee; (iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 201[__]-[__] Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 201[__]-[__] Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of holders of interests in the time when 201[__]-[__] Exchange Note, the same shall have been made;Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or (viv) the entry by a court having jurisdiction in the premises occurrence of (A) a decree or order for relief in certain Insolvency Events with respect of the Servicer (or for so long as the Contributor is to the Servicer; provided, however, that the Transferoroccurrence of any event set forth in clauses (i) through (iii) with respect to the 201[__]-[__] Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 201[__]-[__] Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in an involuntary case or proceeding failure of performance referred to under any applicable federal or state bankruptcyclause (i), insolvency, reorganization, or other similar law (ii) or (Biii) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 201[__]-[__] Servicing Supplement. (vib) With respect to actions taken under Section 8.03(c) of the commencement Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 201[__]-[__] Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 201[__]-[__] Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (d) On or after the receipt by the Servicer (or for so long as the Contributor is the Servicerof notice of an Exchange Note Servicer Event of Default, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect all authority and power of the Servicer (under this 201[__]-[__] Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 201[__]-[__] Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for so long as administration by it of all cash amounts that shall at the Contributor is time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Transferor) in an involuntary case 201[__]-[__] Bank Accounts or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or thereafter received with respect to the commencement of any bankruptcy 201[__]-[__] Leases and 201[__]-[__] Vehicles and all information or insolvency case documents that the Indenture Trustee or proceeding against eithersuch Successor Servicer may require, or and the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either Successor Servicer shall not be liable if it cannot perform due to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the predecessor Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other conditionso deliver. In addition, the effect of which event or condition is Servicer shall transfer its electronic records relating to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the 201[__]-[__] Leases and 201[__]-[__] Vehicles to the Successor Servicer to become due before its in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ixinitial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) the rendering against the Servicer upon presentation of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance reasonable documentation of such judgment, decree or order unsatisfied costs and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer)expenses.

Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2016-A Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2016-A Exchange Note or to this 2016-A Servicing Supplement: (i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2016-A Exchange Note under the Basic Servicing Agreement or this 2016-A Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure; (ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 2016-A Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 2016-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee; (iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 2016-A Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 2016-A Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of holders of interests in the time when 2016-A Exchange Note, the same shall have been made;Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for 90 days after written notice thereof is given to the Servicer by the Indenture Trustee; or (viv) the entry by a court having jurisdiction in the premises occurrence of (A) a decree or order for relief in certain Insolvency Events with respect of the Servicer (or for so long as the Contributor is to the Servicer; provided, however, that the Transferoroccurrence of any event set forth in clauses (i) through (iii) with respect to the 2016-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2016-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in an involuntary case or proceeding failure of performance referred to under any applicable federal or state bankruptcyclause (i), insolvency, reorganization, or other similar law (ii) or (Biii) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days;120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2016-A Servicing Supplement. (vib) With respect to actions taken under Section 8.03(c) of the commencement Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2016-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2016-A Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (d) On or after the receipt by the Servicer (or for so long as the Contributor is the Servicerof notice of an Exchange Note Servicer Event of Default, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect all authority and power of the Servicer (under this 2016-A Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section 7.01(a), the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for so long the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer. The outgoing Servicer shall cooperate with the Contributor is Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2016-A Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Transferor) in an involuntary case 2016-A Bank Accounts or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or thereafter received with respect to the commencement of any bankruptcy 2016-A Leases and 2016-A Vehicles and all information or insolvency case documents that the Indenture Trustee or proceeding against eithersuch Successor Servicer may require, or and the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either Successor Servicer shall not be liable if it cannot perform due to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the predecessor Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other conditionso deliver. In addition, the effect of which event or condition is Servicer shall transfer its electronic records relating to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the 2016-A Leases and 2016-A Vehicles to the Successor Servicer to become due before its in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ixinitial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) the rendering against the Servicer upon presentation of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance reasonable documentation of such judgment, decree or order unsatisfied costs and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer)expenses.

Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2016-B Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2016-B Exchange Note or to this 2016-B Servicing Supplement: (i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2016-B Exchange Note under the Basic Servicing Agreement or this 2016-B Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure; (ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 2016-B Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 2016-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee; (iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 2016-B Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 2016-B Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of the time when the same shall have been made; (v) the entry by a court having jurisdiction holders of interests in the premises of (A) a decree or order 2016-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for relief in respect of 90 days after written notice thereof is given to the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of executionIndenture Trustee; or (xiv) the occurrence of an Amortization Insolvency Event with respect to the Servicer; provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 2016-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2016-B Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2016-B Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2016-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2016-B Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (d) On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 2016-B Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section 7.01(a), the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2016-B Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 2016-B Bank Accounts or thereafter received with respect to the 2016-B Leases and 2016-B Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so long deliver. In addition, the Servicer shall transfer its electronic records relating to the 2016-B Leases and 2016-B Vehicles to the Successor Servicer in such electronic form as the Contributor Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Servicer)Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.

Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2018-B Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2018-B Exchange Note or to this 2018-B Servicing Supplement: (i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2018-B Exchange Note under the Basic Servicing Agreement or this 2018-B Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure; (ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 2018-B Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 2018-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee; (iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 2018-B Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 2018-B Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of the time when the same shall have been made; (v) the entry by a court having jurisdiction holders of interests in the premises of (A) a decree or order 2018-B Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for relief in respect of 90 days after written notice thereof is given to the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of executionIndenture Trustee; or (xiv) the occurrence of an Amortization Insolvency Event with respect to the Servicer; provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 2018-B Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2018-B Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2018-B Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2018-B Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2018-B Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (d) On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 2018-B Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section 7.01(a), the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2018-B Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 2018-B Bank Accounts or thereafter received with respect to the 2018-B Leases and 2018-B Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so long deliver. In addition, the Servicer shall transfer its electronic records relating to the 2018-B Leases and 2018-B Vehicles to the Successor Servicer in such electronic form as the Contributor Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses. (e) Notwithstanding Section 7.01(d), if the Indenture Trustee shall be unwilling so to act or if it is legally unable so to act, a Successor Servicer shall be appointed in accordance with Section 8.04 of the Basic Servicing Agreement. Compensation for any Successor Servicer shall not be greater than that payable to MBFS USA as initial Servicer hereunder without the prior consent of the Majority Noteholders of the Controlling Class (or Holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests then outstanding if the Notes are no longer Outstanding). The Indenture Trustee and such successor shall take such action, consistent with this 2018-B Servicing Supplement, as shall be necessary to effectuate any such succession. The Indenture Trustee shall not be relieved of its duties as Successor Servicer under this Section until a newly appointed Servicer shall have assumed the obligations and duties of the terminated Servicer under this 2018-B Servicing Supplement. Notwithstanding anything to the contrary contained herein, in no event shall the Indenture Trustee be liable for any servicing fee or for any differential in the amount of the servicing fee paid hereunder, the amount necessary to induce any Successor Servicer to act as Successor Servicer hereunder, the responsibilities of the Servicer set forth in Sections 3.05 and 3.10 hereunder, or the obligations with respect to the payment or reimbursement of fees, expenses or other amounts (including indemnities other than those resulting from the actions of the Indenture Trustee as successor Servicer)) of the Owner Trustee, the Indenture Trustee or the Asset Representations Reviewer, the fees and expenses of the Owner Trustee’s attorneys, the Indenture Trustee’s attorneys, or the Asset Representations Reviewer’s attorneys, the fees and expenses of any custodian and the fees and expenses of independent accountants or expenses incurred in connection with distributions and reports to the Noteholders.

Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2024-A Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2024-A Exchange Note or to this 2024-A Servicing Supplement: (i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2024-A Exchange Note under the Basic Servicing Agreement or this 2024-A Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure; (ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 2024-A Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 2024-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee; (iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 2024-A Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 2024-A Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of the time when the same shall have been made; (v) the entry by a court having jurisdiction holders of interests in the premises of (A) a decree or order 2024-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for relief in respect of 90 days after written notice thereof is given to the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of executionIndenture Trustee; or (xiv) the occurrence of an Amortization Insolvency Event with respect to the Servicer; provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 2024-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2024-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2024-A Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2024-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2024-A Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the written direction of 66 2/3% of the Holders of the Outstanding Amount of the Controlling Class) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (d) On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 2024-A Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section, the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2024-A Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 2024-A Bank Accounts or thereafter received with respect to the 2024-A Leases and 2024-A Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so long deliver. In addition, the Servicer shall transfer its electronic records relating to the 2024-A Leases and 2024-A Vehicles to the Successor Servicer in such electronic form as the Contributor Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Servicer)Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.

Servicer Events of Default. The (a) Notwithstanding Section 8.03 of the Basic Servicing Agreement, only the occurrence and continuation of any of the following events will be an “Exchange Note Servicer Event of Default” with respect to the 2018-A Exchange Note, and conditions shall constitute the “Exchange Note Servicer Events of Default hereunderDefault” set forth in Section 8.03(a) of the Basic Servicing Agreement shall not apply to the 2018-A Exchange Note or to this 2018-A Servicing Supplement: (i) any failure on by the part Servicer to deliver to the Indenture Trustee any proceeds or payment required to be so delivered with respect to the 2018-A Exchange Note under the Basic Servicing Agreement or this 2018-A Servicing Supplement that continues unremedied for ten Business Days after the earlier of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to date on which (A) remit any payment notice of such failure is given to the Servicer by the Indenture Trustee within the time period required by Section 4.06 hereof or (B) make any an Authorized Officer of the Servicer Advance required by Section 5.01 hereofhas actual knowledge of such failure; (ii) any failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective its covenants or agreements in this Agreement (including without limitationthe 2018-A Servicing Agreement, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of holders of interests in the 2018-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which continues unremedied for a period of 30 90 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) thereof is given to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.Indenture Trustee; (iviii) if any representation representation, warranty or warranty statement of the Servicer made in this the 2018-A Servicing Agreement or in any certificate certificate, report or other writing delivered pursuant hereto or to the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer 2018-A Servicing Agreement shall prove to be incorrect in any material respect as when made, which failure materially and adversely affects the rights of the time when the same shall have been made; (v) the entry by a court having jurisdiction holders of interests in the premises of (A) a decree or order 2018-A Exchange Note, the Noteholders or, in the event that Certificates are sold to unaffiliated third parties, the Certificateholders, and which failure continues unremedied for relief in respect of 90 days after written notice thereof is given to the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of executionIndenture Trustee; or (xiv) the occurrence of an Amortization Insolvency Event with respect to the Servicer; provided, however, that the occurrence of any event set forth in clauses (i) through (iii) with respect to the 2018-A Reference Pool will be an Exchange Note Servicer Event of Default only with respect to the 2018-A Reference Pool and will not be a Servicer Event Default with respect to any other Reference Pool or the Revolving Facility Pool. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (i), (ii) or (iii) for a period of 120 days will not constitute an Exchange Note Servicer Event of Default if that failure or delay was caused by Force Majeure. Upon the occurrence of any such event, the Servicer will not be relieved from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of the Basic Servicing Agreement and this 2018-A Servicing Supplement. (b) With respect to actions taken under Section 8.03(c) of the Basic Servicing Agreement after the occurrence of an Exchange Note Servicer Event of Default, any actions to be taken by the 2018-A Exchange Noteholder thereunder shall be exercised by the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount. (c) In accordance with Section 8.05 of the Basic Servicing Agreement, after the occurrence of an Exchange Note Servicer Event of Default, the 2018-A Exchange Noteholder (which for purposes of this Section shall be the Indenture Trustee, acting at the direction of 66 2/3% of the Holders of the Outstanding Amount) may waive any such Servicer Event of Default and its consequences. Upon any such waiver, the applicable Exchange Note Servicer Event of Default will cease to exist, and will be deemed to have been remedied for every purpose of this Agreement. No such waiver will extend to any subsequent or other event or impair any right consequent thereon. (d) On or after the receipt by the Servicer of notice of an Exchange Note Servicer Event of Default, all authority and power of the Servicer under this 2018-A Servicing Supplement, whether with respect to the Notes, the Certificates, the Trust Estate or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed pursuant to the terms of the Basic Servicing Agreement. If the Indenture Trustee shall become Successor Servicer pursuant to this Section 7.01(a), the Indenture Trustee shall be entitled to appoint as sub-Servicer any one of its Affiliates or agents; provided that the Indenture Trustee in its capacity as Servicer shall be fully liable for the actions or omissions of such Affiliate or agent in such capacity as sub-Servicer. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this 2018-A Servicing Supplement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the 2018-A Bank Accounts or thereafter received with respect to the 2018-A Leases and 2018-A Vehicles and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable if it cannot perform due to the failure of the predecessor Servicer to so long deliver. In addition, the Servicer shall transfer its electronic records relating to the 2018-A Leases and 2018-A Vehicles to the Successor Servicer in such electronic form as the Contributor Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Servicer)Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such costs and expenses.

Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof; (ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders Securityholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders Securityholders evidencing not less than 66-2/3% of the Voting Rights, taken together. (iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 _________ or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 _________ of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 _________ which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).

Servicer Events of Default. The Each of the following events and conditions shall constitute a Servicer Events Event of Default hereunder(a "Servicer Event of Default") under this Agreement: (a) failure by the Servicer to make any payments required to be made by it hereunder on the day on which such payment is required to be made and such failure continues for three Business Days; (b) (i) failure to perform or observe any term, covenant or agreement contained in Section 9.1(e)(ii), Section 9.1(e)(iii), Section 9.1(e)(v) or Section 9.1(e)(vi) or (ii) failure to perform or observe any term, covenant or agreement contained in this Agreement (except as otherwise described in this Section 11.7) or any other Transaction Document on its part to be performed or observed and, solely with respect to this clause (ii), any such failure shall remain unremedied for thirty days; (c) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof; (ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report contained herein which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together. (iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vid) the commencement delegation by the Servicer of its duties hereunder other than to any subservicer as expressly authorized hereby; (e) any representation, warranty or for certification made by the Servicer herein proves to have been incorrect when made; provided however to the extent that a breach of representation or warranty has occurred with respect to any Receivable and either (i) a deposit to the Collection Account has previously been made pursuant to Section 4.6 or (ii) such deposit is not yet due pursuant to the terms of Section 4.6, no Servicer Event of Default shall occur pursuant to this paragraph (e); (f) so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to Toro shall be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (the Consolidated Tangible Net Worth of Toro shall be less than or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or equal to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action$100,000,000; (viig) any assignment by the Servicer, or any attempt by an Event of Bankruptcy shall have occurred with respect to the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunderthe Originator; (viiih) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree judgment or order (all possible appeals having been exhausted) judgments for the payment of money in excess of $2,000,000 which is uninsured, 10,500 in the aggregate shall have been rendered against Borrower or $10,000,000 in the aggregate shall have been rendered against Toro and the continuance of such judgment, decree or order same shall have remained unsatisfied and in effect for any period of 60 consecutive days effect, without a stay of execution, for a period of thirty consecutive days after the period for appellate review shall have elapsed; (i) Toro shall fail to pay any Indebtedness in excess of $10,000,000 when due, or a default shall have occurred and be continuing with respect to any such Indebtedness which default results in, or would permit, the acceleration of such Indebtedness; (j) The IRS shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of Toro, and such lien shall not have been released within seven (7) Business Days or PBGC shall, or shall indicate its intention to, file a notice of lien pursuant to Section 4068 of ERISA with regard to any of the assets of Toro; (k) so long as Toro shall be the Servicer, Toro shall, on a consolidated basis, permit its Consolidated Interest Coverage Ratio, as at the end of each fiscal quarter for the four consecutive fiscal quarters then ended, to fall below 2.0 to 1.0; or (xl) the occurrence of an Amortization Event (so long as Toro shall be the Contributor is Servicer, Toro shall, on a consolidated basis, permit its consolidated ratio of total Indebtedness to total Indebtedness plus shareholders' equity to exceed (i) 0.60 to 1.0 as at the end of the first fiscal quarter of each Fiscal Year, (ii) 0.65 to 1.00 as at the end of the second fiscal quarter of each Fiscal Year, (iii) 0.60 to 1.0 as at the end of the third fiscal quarter of each Fiscal Year and (iv) 0.55 to 1.00 as at the end of each Fiscal Year. At any time during the continuance of any Servicer Event of Default, Administrator may, in its sole discretion, notify Servicer in writing of the revocation of its appointment as Servicer hereunder. Upon revocation of Servicer's appointment hereunder, Administrator shall appoint a successor Servicer. Servicer agrees that upon receipt of written notification from Administrator of the revocation of Servicer's appointment as Servicer hereunder, Servicer shall upon the written request of Administrator (which request may be contained in the notification of revocation) (i) notify all Obligors under the Receivables to make payment thereof to a bank account(s) or post office box designated by Administrator and specified in such notice, and (ii) pay to Administrator (or its designee) immediately all Collections then held or thereafter received by Servicer or the Originator of Receivables, together with all other payment obligations of the Servicer hereunder owing to Lender or Administrator. Servicer shall, at its sole cost and expense, cooperate with and assist the successor Servicer (including, without limitation, providing access to, and transferring, all Receivable Files and all records (including data-processing records) relating thereto (which shall be held in trust for the benefit of the parties hereto in accordance with their respective interests)) and allowing the successor Servicer to use all licenses, hardware or software necessary or desirable to collect the Receivables). Toro irrevocably agrees to act (if requested to do so) as the data-processing agent for the successor Servicer (in substantially the same manner as Toro conducted such data-processing functions while it acted as Servicer).

Servicer Events of Default. The following events and conditions shall constitute Servicer Events of Default hereunder: (i) failure on the part of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to (A) remit any payment to the Trustee within the time period required by Section 4.06 hereof or (B) make any Servicer Advance required by Section 5.01 hereof; (ii) failure to pay to the Trustee on or before the date when due in accordance with the terms hereof, any deposit required to be made by the Servicer pursuant to Section 4.02 hereof; (iii) failure on the part of either the Servicer (or for so long as the Contributor is the Servicer, the Transferor) duly to observe or perform in any material respect any other of their respective covenants or agreements in this Agreement (including without limitation, failure of the Servicer to deliver a Monthly Servicer Report on the date required pursuant to Section 6.01 or the delivery of a Monthly Servicer Report which is materially incorrect) which failure materially and adversely affects the rights of the Noteholders and continues unremedied for a period of 30 days after the Servicer becomes aware of such failure or the giving of written notice of such failure (A) to the Servicer (or the Transferor, if applicable) by the Trustee or (B) to the Servicer (or the Transferor, if applicable) and the Trustee by Noteholders evidencing not less than 66-2/3% of the Voting Rights, taken together.; (iv) if any representation or warranty of the Servicer made in this Agreement or in any certificate or other writing delivered pursuant hereto or the Transaction Documents or made by any successor Servicer in connection with such successor Servicer's assumption of the duties of the Servicer shall prove to be incorrect in any material respect as of the time when the same shall have been made; (v) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (B) a decree or order adjudging the Servicer (or for so long as the Contributor is the Servicer, the Transferor) bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or ordering the winding up or liquidation of the affairs of either, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; (vi) the commencement by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against either, or the filing by either of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by either to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer (or for so long as the Contributor is the Servicer, the Transferor) or of any substantial part of the property of either, or the making by either of an assignment for the benefit of creditors, or the failure by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) to pay its debts generally as they become due, or the taking of corporate action by the Servicer (or for so long as the Contributor is the Servicer, the Transferor) in furtherance of any such action; (vii) any assignment by the Servicer, or any attempt by the Servicer to assign its duties or rights hereunder, except as specifically permitted hereunder; (viii) (A) the failure of the Servicer to make one or more payments with respect to aggregate recourse indebtedness for borrowed money exceeding $2,000,000 or (B) the occurrence of any other event or the existence of any other condition, the effect of which event or condition is to cause more than $2,000,000 of aggregate recourse indebtedness for borrowed money of the Servicer to become due before its (or their) stated maturity or before its (or their) regularly scheduled dates of payment, so long as such failure, event or condition specified in either clause (A) or (B) shall be continuing and shall not have been waived by the Person or Persons entitled to performance; (ix) the rendering against the Servicer of a final judgment, decree or order (all possible appeals having been exhausted) for the payment of money in excess of $2,000,000 which is uninsured, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 60 consecutive days without a stay of execution; or (x) the occurrence of an Amortization Event (so long as the Contributor is the Servicer).