Common use of Servicer Termination Event Clause in Contracts

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer to duly observe or to perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ (i)] materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one For purposes of this Agreement, each of the following events (shall constitute a "“Servicer Termination Event") shall occur and be continuing”: (ai) Any failure by any Service Provider to make any deposit of funds to the Security Deposit Account, the Maintenance Reserve Account, or the Collection Account required to be made by the applicable Service Provider by the later of (A) ten (10) Business Days after such deposit is required under this Agreement or any other Credit Document; or (B) if such funds were not identifiable, when received, as being a payment related to an Aircraft Owned by a Borrower Group Member, ten (10) Business Days after the applicable Service Provider has determined that such funds were a payment related to an Aircraft Owned by a Borrower Group Member or (ii) any failure by the Servicer to (x) deliver to Indenture Trustee and Owner Trustee the Servicer's a Quarterly Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five within ten (510) Business Days after written notice of such failure is received by Servicer from Owner Trustee the due date thereof or Indenture Trustee or (y) deliver a Monthly Report within two (2) Business Days after discovery of such failure by an Authorized Officer of Servicer]; orthe due date thereof; (b) failure Failure on the part of (i) the Insurance Servicer to maintain the insurance required by Section 10.34 hereof or (ii) any Service Provider, to duly to observe or to perform in any material respect any other covenants or agreements of Servicer such Service Provider set forth in this Agreement or the applicable Service Provider Agreement (other than those described in clause (a) above), or any other Basic Transaction Document on its part to which it is a party, which be performed or observed and any such failure shall[ (i)] materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue shall remain unremedied for a period thirty (30) days; (c) Any representation, warranty or statement of 60 days after any Service Provider made in this Agreement or the date on which written notice applicable Service Provider Agreement, or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be untrue or incorrect in any material and adverse respect as of such failure, requiring the time when the same to be remedied, shall have been given made; (Ad) The Servicer shall cease to be otherwise engaged (i.e., not solely due to the transactions financed hereby) in the aircraft leasing business; (e) An Event of Bankruptcy shall have occurred with respect to any Service Provider or the Performance Guarantor; (f) AerCap Group shall fail to maintain a consolidated net worth calculated in accordance with GAAP equal to at least $100,000,000, or any Service Provider shall cease to be a direct or indirect Subsidiary of AerCap B.V., provided, that to the extent that AerCap B.V. or its parent succeeding AerCap Holdings C.V. issues a replacement supporting obligation, equivalent in form and substance, to both the Indemnification Agreement and the Purchase Agreement Guaranty, then the aforementioned consolidated net worth test will thereafter apply to AerCap B.V. or such parent (as the case may be) itself (and its consolidated subsidiaries); (g) the Servicer by Owner Trustee shall have been terminated (1) for cause (whether automatically or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders actions of Notes evidencing [not less than 25%] of any Person with the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balanceright to cause such termination) in its comparable capacity as a manager, as applicable servicer, administrative agent, insurance servicer, cash manager (or for any similar capacity) with respect to any transaction involving both (X) a portfolio of aircraft and/or aircraft leases and (Y) Indebtedness secured by such longer period, not portfolio in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]amount which shall then exceed $50,000,000; or (ci) an Insolvency Event occurs with respect The Indemnification Agreement shall, in whole or in part, terminate, cease to Servicerbe effective or cease to be the legally valid, binding and enforceable obligation of the Transferor Supporting Party; or any (ii) the Supporting Party shall, directly or indirectly, contest in writing the effectiveness, validity, binding nature or enforceability of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trusteethe Indemnification Agreement, or (iii) the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer Supporting Party shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables default in the manner and at such times as performance of its obligations under the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating AgenciesIndemnification Agreement.

Servicer Termination Event. If any one For purposes of this Agreement, -------------------------- each of the following events (shall constitute a "Servicer Termination Event") shall occur and be continuing: (a) any Any failure by the Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, Administrative Agent for distribution to the Secured Parties any proceeds or any failure by Servicer payment required to deliver to Indenture Trustee or Owner Trustee for deposit in any be so delivered under the terms of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [this Agreement that shall continue continues unremedied for a period of five (5) two Business Days (one Business Day with respect to payment of Repurchase Obligation Amounts or ABS Repurchase Obligation Amounts) after written notice of such failure is received by the Servicer from Owner Trustee or Indenture Trustee the Administrative Agent or after discovery of such failure by an Authorized a Responsible Officer of the Servicer]; or; (b) Failure by the Servicer (i) to deliver to the Administrative Agent the Servicer's Determination Date Certificate in draft form three Business Days, and in final form two Business Days, prior to the Distribution Date, which failure continues unremedied as of the close of business on the first to occur of the next Business Day after written notice is received by the Servicer from the Administrative Agent or the second Business Day prior to the Distribution Date, or (ii) to observe its covenants and agreements set forth in Section 8.3(a), -------------- (b) or (c); --- --- (c) Failure on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document to which it is a partyAgreement, which failure shall[ (i)] materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue continues unremedied for a period of 60 30 days after knowledge thereof by the Servicer or after the date on which written notice of such failure, requiring the same to be remedied, failure shall have been given (A) to the Servicer by Owner Trustee the Administrative Agent (acting at the direction of the Required APA Banks) or Indenture Trustee the Borrower; (d) Any representation, warranty or (B) statement of the Servicer made in this Agreement or any other Basic Agreement or in any certificate, report or other writing delivered pursuant hereto or thereto shall prove to Servicer and to Owner Trustee and Indenture Trustee be incorrect in any material respect as of the time when the same shall have been made, and, within 30 days after knowledge thereof by the Holders of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes Servicer or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and after written notice thereof shall have been given to the effect that Servicer has commenced by the Administrative Agent or will promptly commencethe Borrower, and will diligently pursuethe circumstances or condition in respect of which such representation, all reasonable efforts warranty or statement was incorrect shall not have been eliminated or otherwise cured; (e) The occurrence of an Insolvency Event with respect to remedy such default)]the Servicer; or (cf) an Insolvency Event occurs with respect to Servicer, the Transferor or Without duplication of any of their respective successors; thenthe foregoing, [and in each and every case, so long as any Servicer a Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to occurred and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agenciescontinuing.

Servicer Termination Event. If any one For purposes of this Agreement, each of the following events (shall constitute a "Servicer Termination Event") " (whatever the reason for such Servicer Termination Event and whether it shall occur and be continuing:voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) any Any failure by the Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9deliver, or cause to be delivered by any failure by Servicer Sub-Servicer, to deliver the Trust Collateral Agent for distribution to Indenture Trustee Noteholders or Owner Trustee for deposit in the Spread Account any proceeds or payment required to be so delivered by the Servicer or Sub-Servicer under the terms of this Agreement (including deposits of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [Purchase Amount) that shall continue continues unremedied for a period of five (5) two Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice of such failure is received by the Servicer from Owner Trustee the Trust Collateral Agent or Indenture Trustee (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by an Authorized a Responsible Officer of Servicer]the Servicer (but in no event later than five Business Days after the Servicer is required to make such delivery or deposit); or (b) Any failure by the Servicer to observe or perform any other of the covenants or agreements on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement or any other Basic Document to which it is a partyAgreement, which failure shall[ (i)] ) materially and adversely affect affects the rights of either Noteholders (determined without regard to the Certificateholders availability of funds under the Note Policy) or Noteholders [of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continue continues unremedied for a period of 60 thirty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by Owner Trustee the Trust Collateral Agent, or Indenture Trustee or (B) to the Servicer and to Owner Trustee and Indenture Trustee the Trust Collateral Agent by the Holders of Notes Insurer (or, if an Insurer Default has occurred and is continuing, Noteholders evidencing [in the aggregate not less than 25%] % of the Outstanding Amount aggregate outstanding Principal Balance of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such defaultNotes)]; or (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an Insolvency Event occurs with involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect to Serviceras of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Trust, the Transferor Insurer or any the Noteholders (or of their respective successors; thenthe Seller if NAFI is the Servicer) in the Receivables (determined without regard to the availability of funds under the Note Policy) and, [within 30 days after written notice thereof shall have been given to the Servicer by the Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in each and every caserespect of which such representation, so long as any Servicer Termination Event warranty or statement was incorrect shall not have been remedied, either Indenture Trustee, eliminated or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes otherwise cured; or (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; 38 44 then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one For purposes of this Agreement, each of the following events (will constitute a "Servicer Termination Event") shall occur and be continuing: (a) any Any failure by the Servicer to deliver to the Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, for distribution to Noteholders any proceeds or any failure by Servicer payment required to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [be so delivered under this Agreement that shall continue continues unremedied for a period of five (5) two Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice of such failure is received by the Servicer from Owner Trustee or the Indenture Trustee [or (unless an Insurer Default has occurred and is continuing) the Insurer] or after discovery of such failure by an Authorized a Responsible Officer of the Servicer]; or; (b) failure Failure by the Servicer to deliver the Servicer's Certificate by the Determination Date; (c) Failure on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or or, if the Servicer is Triad, failure of Triad duly to perform any other Basic Document to which it is a party, covenants or agreements of Triad set forth in the Purchase Agreement which failure shall[ (i)] ) materially and adversely affect affects the rights of either Noteholders (determined without regard to the Certificateholders availability of funds under the Note Policy), [or Noteholders [of the Insurer (unless an Insurer Default has occurred and is continuing),] and (ii) continue continues unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall has been given to the Servicer by the Indenture Trustee, the Issuer [or the Insurer (or, if an Insurer Default has occurred and is continuing, by any Noteholder)]; (d) An Insolvency Event has occurred with respect to the Servicer; (e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto will prove to be incorrect in any material respect as of the time when the same will have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Trust, [the Insurer] or the Noteholders' interests and, within 30 days after knowledge thereof by the Servicer or after written notice thereof will have been given (A) to the Servicer by Owner Trustee or the Indenture Trustee [or the Insurer (B) to Servicer or, if an Insurer Default has occurred and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balanceis continuing, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such defaulta Noteholder)], the circumstances or conditions in respect of which such representation, warranty or statement was incorrect will not have been eliminated or otherwise cured; (f) [So long as no Insurer Default has occurred and is continuing, an Insurance Agreement Event of Default occurs; (g) A claim is made under the Note Policy; or (ch) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to Trigger Event under the Rating AgenciesInsurance Agreement.]

Servicer Termination Event. If any one Any of the following events (acts or occurrences shall constitute a "“Servicer Termination Event") shall occur and be continuing”: (a) any failure by the Servicer to deliver deposit into any Lockbox Account, any Collection Account or the Distribution Account, any amount, proceeds or payment required to Indenture Trustee and Owner Trustee be so deposited or delivered therein by the Servicer's Report , to the extent required under this Agreement or within the time frames set forth herein or in the Credit Agreement, as applicable, and such failure continues unremedied for three Business Days after such deposit, delivery or payment is required to be made by the Servicer, it being understood that the Servicer shall not be responsible for the failure of any Borrower or the Agent to deposit funds that were received by any Borrower or the Agent from or on behalf of the Servicer in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts this Agreement or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; orother Transaction Documents; (b) failure on by the part of Servicer to deliver to the Agent the Monthly Servicer Report within three Business Days after the date such Monthly Servicer Report is required hereunder to be delivered by the Servicer; (c) failure by the Servicer to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document to which it is a partyTransaction Document, which failure shall[ (i)] materially results in a material adverse effect on the Lenders and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue which failure continues unremedied for a period of 60 days 30 days, after the earlier of (i) the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by Owner Trustee the Agent or Indenture Trustee or the Borrowers and (Bii) to Servicer and to Owner Trustee and Indenture Trustee discovery of such failure by the Holders of Notes evidencing [not less than 25%] a Responsible Officer of the Outstanding Amount Servicer; (d) the entry of a decree or order for relief by a court or regulatory authority having jurisdiction over the Servicer (or any other Affiliate of the Notes Servicer if the Servicer’s ability to service the Pledged Assets is materially and adversely affected thereby) in an involuntary case under the Federal bankruptcy laws, as now or Holders of Certificates [evidencing not less than 25%] hereafter in effect, or another present or future, Federal or State, bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the outstanding Certificate Balance, as applicable Servicer (or for such longer period, not in excess any other Affiliate of 120 days, as may be reasonably necessary the Servicer if the Servicer ‘s ability to remedy such default; provided that such default service the Pledged Assets is capable materially and adversely affected thereby) of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced all or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or of any substantial part of their respective successors; then, [properties or ordering the winding up or liquidation of the affairs of the Servicer (or any other Affiliate of the Servicer if the Servicer’s ability to service the Pledged Assets is materially and adversely affected thereby) and the continuance of any such decree or order unstayed and in each effect for a period of 60 consecutive days or the commencement of an involuntary case under the Federal bankruptcy laws, as now or hereinafter in effect, or another present or future Federal or State bankruptcy, insolvency or similar law and every casesuch case is not dismissed within 60 days; (i) the commencement by the Servicer (or any other Affiliate of the Servicer if the Servicer’s ability to service the Pledged Assets is materially and adversely affected thereby) of a voluntary case under the Federal bankruptcy laws, so long as now or hereafter in effect, or any other present or future, Federal or State, bankruptcy, insolvency or similar law, or (ii) the consent by the Servicer Termination Event (or any other Affiliate of the Servicer, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer (or any other Affiliate of the Servicer if the Servicer’s ability to service the Pledged Assets is materially and adversely affected thereby) of all or of any substantial part of its property, or (iii) the making by the Servicer (or any other Affiliate of the Servicer if the Servicer’s ability to service the Pledged Assets is materially and adversely affected thereby) of an assignment for the benefit of creditors, or (iv) the admission by the Servicer (or any other Affiliate of the Servicer if the Servicer’s ability to service the Pledged Assets is materially and adversely affected thereby) in writing of its inability generally to pay its debts as such debts become due; (f) any representation, warranty or statement of the Servicer made in any Transaction Document to which it is party, or any certificate, report or other writing delivered pursuant thereto, shall prove to be incorrect in any material respect as of the time when the same shall have been made resulting in a material adverse effect on the Lenders, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Pledged Assets or the Lenders and, within 30 days after written notice thereof shall have been given to the Servicer by the Agent or the Borrowers, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been remedied, either Indenture Trustee, eliminated or otherwise cured; (g) the Holders occurrence of Notes evidencing greater than 50% an Event of Default; (h) prior to the occurrence of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the NotesBDC Event, the Certificates or failure to remit the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it Purchase Price with respect to a Receivable. Servicer shall promptly transfer its electronic records relating Defective Asset (so long as neither of Fund II or Fund III has paid Liquidated Damages, and Fund IV has not paid the Repurchase Price, with respect to such Defective Asset) on or prior to the Receivables to last date by which such remittance is required by Section 2.02(t); and (i) the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing failure of the Receivables Servicer to be in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection compliance with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating AgenciesFinancial Covenants.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuingoccur: (a) any failure by the Servicer to deliver to the Issuer or the Indenture Trustee and Owner Trustee for distribution to the Servicer's Report in accordance with Section 4.9, Series C2002-1 Debtholders any proceeds or any failure by Servicer payment required to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [be so delivered that shall continue continues unremedied for a period of five (5) three Business Days (one Business Day with respect to payment of Purchase Amounts) after the earlier of written notice of such failure is received by the Servicer from Owner Trustee the Issuer or the Indenture Trustee or after discovery of such failure by an Authorized a Responsible Officer of the Servicer]; or; (b) failure on by the part of Servicer to deliver to the Indenture Trustee the Servicer's Certificate by 12:00 p.m. (Toronto time) on any Determination Date; (c) any failure by the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Basic Document to which it is a partyDocument, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders Issuer or Noteholders [the Series C2002-1 Debtholders and the other Related Specified Creditors (determined without regard to the availability of funds from any credit enhancement in the form of the over-collateralization represented by the Class D Notes or in the form of the Reserve Account) and (ii) continue continues unremedied for a period of 60 30 days after the earlier of knowledge thereof by the Servicer or the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by Owner Trustee the Issuer or the Indenture Trustee or (B) to the Servicer and to Owner Trustee and Indenture Trustee the Issuer by the Holders holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; orSeries C2002-1 Debt Obligations; (cd) an Insolvency Event occurs with respect to the Servicer; (e) any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect as of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Issuer or the Series C2002-1 Debtholders and the other Related Specified Creditors (determined without regard to the availability of funds from any credit enhancement in the form of the over-collateralization represented by the Class D Notes or in the form of the Reserve Account) and, within 30 days after the earlier of knowledge thereof by the Servicer or after written notice thereof shall have been given to the Servicer by the Indenture Trustee or by the holders of the at least 25% of the outstanding principal amount of the Series C2002-1 Debt Obligations and the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cure; or (f) if AmeriCredit Canada or an Affiliate is the Servicer, the Transferor such Servicer shall cease to be a direct or any indirect wholly owned subsidiary of their respective successors; AmeriCredit Corp., then, [and in each and every case, so long as any the Servicer Termination Event shall not have been remedied, either the Indenture Trustee, Trustee or the Holders holders of Notes evidencing greater not less than 5066-2/3% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance)Series C2002-1 Debt Obligations, by notice then given in writing to the Servicer (and to Owner the Indenture Trustee or Indenture Trustee, as applicable, and Issuer if given by the HoldersSeries C2002-1 Debtholders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.27.2 hereof) of the Servicer under this Agreement]. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates Series C2002-1 Debt Obligations or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee the Backup Servicer or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are the Backup Servicer or the Successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate co-operate with the Backup Servicer or the Successor Servicer, the Indenture Trustee and Owner Trustee the Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Backup Servicer or the Successor Servicer for administration by it of (i) all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating Receivable and (ii) all Receivable Files, Monthly Records and Collection Records and a computer tape in readable form as of the most recent Business Day containing all information necessary to the Receivables to enable the Successor Servicer in such electronic form as to service the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably requestReceivables. All reasonable costs and expenses (including attorneys' feesfees and disbursements of counsel) incurred in connection with transferring the Receivable Files Files, Monthly Records and Collection Records to the Backup Servicer or the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expensesServicer. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee the Issuer shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer to duly observe or to perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ (i)] materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; 37 SALE AND SERVICING AGREEMENT 42 then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-attorney- in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one For purposes of this Agreement, each of the following events (shall constitute a "“Servicer Termination Event") shall occur and be continuing”: (ai) any Any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee Service Provider to make any deposit of funds to the Security Deposit Account, the Maintenance Reserve Account, or the Collection Account required distributions therefrom [that shall continue unremedied for to be made by the applicable Service Provider by the later of (A) ten (10) Business Days after such deposit is required under this Agreement or any other Credit Document; or (B) if such funds were not identifiable, when received, as being a period of payment related to an Aircraft Owned by a Borrower Group Member, five (5) Business Days after written notice of the applicable Service Provider has determined that such failure is received funds were a payment related to an Aircraft Owned by Servicer from Owner Trustee a Borrower Group Member or Indenture Trustee or after discovery of such (ii) any failure by an Authorized Officer of Servicer]; orthe Servicer to (x) deliver a Quarterly Report within ten (10) Business Days after the due date thereof or (y) deliver a Monthly Report within two (2) Business Days after the due date thereof; (b) failure Failure on the part of (i) the Insurance Servicer to maintain the insurance required by Section 10.34 hereof or (ii) any Service Provider, to duly observe or to perform in any material respect any other covenants or agreements of Servicer such Service Provider set forth in this Agreement or the applicable Service Provider Agreement (other than those described in clause (a) above), or any other Basic Transaction Document on its part to which it is a party, which be performed or observed and any such failure shall[ (i)] materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue shall remain unremedied for a period thirty (30) days; (c) Any representation, warranty or statement of 60 days after any Service Provider made in this Agreement or the date on which written notice applicable Service Provider Agreement, or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be untrue or incorrect in any material and adverse respect as of such failure, requiring the time when the same to be remedied, shall have been given made; (Ad) The Servicer shall cease to Servicer by Owner Trustee be otherwise engaged (i.e., not solely due to the transactions financed hereby) in the aircraft leasing business; (e) An Event of Bankruptcy shall have occurred with respect to any Service Provider or Indenture Trustee the Supporting Party; Seventh Amended and Restated Credit Agreement 135 (f) AerCap Group shall fail to maintain a consolidated net worth calculated in accordance with GAAP equal to at least $2,000,000,000, or (B) any Service Provider shall cease to Servicer and to Owner Trustee and Indenture Trustee by the Holders be a direct or indirect Subsidiary of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable AerCap Holdings N.V. (or for such longer periodthe successor parent entity described in the succeeding proviso in this sentence), not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that to the extent that AerCap Holdings N.V. is succeeded as the parent entity of AerCap Group and such default is capable of remedy within 120 days successor entity issues a replacement supporting obligation, equivalent in form and Servicer delivers an Officer's Certificate substance, to Owner Trustee both the Indemnification Agreement and Indenture Trustee the Purchase Agreement Guaranty, then the aforementioned consolidated net worth test will thereafter apply to such effect successor parent entity and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]its consolidated subsidiaries; or (ci) an Insolvency Event occurs with respect The Indemnification Agreement shall, in whole or in part, terminate, cease to Servicerbe effective or cease to be the legally valid, binding and enforceable obligation of the Transferor Supporting Party; or any (ii) the Supporting Party shall, directly or indirectly, contest in writing the effectiveness, validity, binding nature or enforceability of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trusteethe Indemnification Agreement, or (iii) the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer Supporting Party shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables default in the manner performance of its obligations under the Indemnification Agreement. Seventh Amended and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Restated Credit Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.136

Servicer Termination Event. If any one of the following events (a "“Servicer Termination Event"”) shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's ’s Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that that, in each case, shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer Servicer, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after discovery of such failure by an Authorized Officer of Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] at least 66-2/3% of the Outstanding Principal Amount of the Notes or of the Controlling Note Class or, if no Notes are Outstanding, Holders of Certificates [evidencing not less than 25%] at least 66-2/3% of the outstanding Certificate BalancePercentage Interests, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's ’s Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either the Indenture Trustee, Trustee or the Holders of Notes evidencing greater than 50at least 66-2/3% of the Outstanding Principal Amount of the Notes of the Controlling Note Class (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50at least 66-2/3% of the Certificate BalancePercentage Interests), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) and the Rating Agencies, may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]Agreement and the rights and obligations of any subcustodian or subservicer pursuant to the terms of any related custody or subservicing agreement. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered (upon the failure of Servicer to cooperate) to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt To the extent that compliance with this Section shall require Servicer to disclose to the Successor Servicer information of notice any kind that the Servicer deems to be confidential, the Successor Servicer will be required to enter into such customary licensing and confidentiality agreements as Servicer shall deem necessary to protect its interests. Notwithstanding the foregoing, a delay in or failure of the occurrence performance referred to in subsection 8.1(a) for a period of 10 Business Days or under subsection 8.1(b) for a period of 60 Business Days, shall not constitute a Servicer Termination EventEvent if such delay or failure could not be prevented by the exercise of reasonable diligence by Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, terrorism, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and Servicer shall provide Indenture Trustee shall give Trustee, the Seller and the Holders of Notes and Certificates with an Officer’s Certificate giving prompt notice thereof of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to the Rating Agenciesperform its obligations.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee Issuer the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee Issuer for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee Issuer to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee Issuer or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee Issuer or Indenture Trustee or (B) to Servicer and to Owner Trustee Issuer and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee Issuer and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee Issuer or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee Issuer or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee Issuer are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee Issuer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one of the following events (a "“Servicer Termination Event"”) shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's ’s Report in accordance with Section 4.9, or any failure by Servicer to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that that, in each case, shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer Servicer, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after discovery of such failure by an Authorized Officer of Servicer or after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less greater than 25%] 50% of the Outstanding Amount of the Notes or of the Controlling Note Class or, if no Notes are outstanding, Holders of Certificates [evidencing not less greater than 25%] 50% of the outstanding Certificate BalancePercentage Interests, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's ’s Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes of the Controlling Note Class (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate BalancePercentage Interests), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) and the Rating Agencies, may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]Agreement and the rights and obligations of any subcustodian or subservicer pursuant to the terms of any related custody or subservicing agreement. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' ’ fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt Notwithstanding the foregoing, a delay in or failure of notice performance referred to in subsection 8.1(a) for a period of the occurrence 10 Business Days or under subsection 8.1(b) for a period of 60 Business Days, shall not constitute a Servicer Termination EventEvent if such delay or failure could not be prevented by the exercise of reasonable diligence by Servicer and such delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion, riot or sabotage, epidemics, landslides, lightning, fire, hurricanes, tornadoes, earthquakes, nuclear disasters or meltdowns, floods, power outages or similar causes. The preceding sentence shall not relieve Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and Servicer shall provide Indenture Trustee shall give Trustee, the Seller and the Holders of Notes and Certificates with an Officer’s Certificate giving prompt notice thereof of such failure or delay by it, together with a description of the cause of such failure or delay and its efforts so to the Rating Agenciesperform its obligations.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture SALE AND SERVICING AGREEMENT 39 Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, AFG or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.. SALE AND SERVICING AGREEMENT

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Owner Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one For purposes of this Agreement, each of the following events (shall constitute a "Servicer Termination Event") " (whatever the reason for such Servicer Termination Event and whether it shall occur and be continuing:voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) any Any failure by the Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9deliver, or cause to be delivered by any failure by Servicer Sub-Servicer, to deliver the Trust Collateral Agent for distribution to Indenture Trustee Noteholders or Owner Trustee for deposit in the Spread Account any proceeds or payment required to be so delivered by the Servicer or Sub-Servicer under the terms of this Agreement (including deposits of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [Purchase Amount) that shall continue continues unremedied for a period of five (5) two Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice of such failure is received by the Servicer from Owner Trustee the Trust Collateral Agent or Indenture Trustee (unless an Insurer Default shall have occurred and be continuing) the Insurer or after discovery of such failure by an Authorized a Responsible Officer of Servicer]the Servicer (but in no event later than five Business Days after the Servicer is required to make such delivery or deposit); or (b) Any failure by the Servicer to observe or perform any other of the covenants or agreements on the part of the Servicer to duly observe or to perform in any material respect any other covenants or agreements of Servicer set forth in this Agreement or any other Basic Document to which it is a partyAgreement, which failure shall[ (i)] ) materially and adversely affect affects the rights of either Noteholders (determined without regard to the Certificateholders availability of funds under the Note Policy) or Noteholders [of the Insurer (unless an Insurer Default shall have occurred and be continuing), and (ii) continue continues unremedied for a period of 60 thirty days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Servicer by Owner Trustee the Trust Collateral Agent, or Indenture Trustee or (B) to the Servicer and to Owner Trustee and Indenture Trustee the Trust Collateral Agent by the Holders of Notes Insurer (or, if an Insurer Default has occurred and is continuing, Noteholders evidencing [in the aggregate not less than 25%] % of the Outstanding Amount aggregate outstanding Principal Balance of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such defaultNotes)]; or (c) The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of the Servicer in an Insolvency Event occurs with involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future, federal bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or ordering the winding up or liquidation of the affairs of the Servicer or the commencement of an involuntary case under the federal bankruptcy laws, as now or hereinafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law and such case is not dismissed within 60 days; or (d) The commencement by the Servicer of a voluntary case under the federal bankruptcy laws, as now or hereafter in effect, or any other present or future, federal or state, bankruptcy, insolvency or similar law, or the consent by the Servicer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Servicer or of any substantial part of its property or the making by the Servicer of an assignment for the benefit of creditors or the failure by the Servicer generally to pay its debts as such debts become due or the taking of corporate action by the Servicer in furtherance of any of the foregoing; or (e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto shall prove to be incorrect in any material respect to Serviceras of the time when the same shall have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the interests of the Trust, the Transferor Insurer or any the Noteholders (or of their respective successors; thenthe Seller if NAFI is the Servicer) in the Receivables (determined without regard to the availability of funds under the Note Policy) and, [within 30 days after written notice thereof shall have been given to the Servicer by the Trust Collateral Agent or the Insurer (or, if an Insurer Default shall have occurred and be continuing, a Noteholder), the circumstances or condition in each and every caserespect of which such representation, so long as any Servicer Termination Event warranty or statement was incorrect shall not have been remedied, either Indenture Trustee, eliminated or otherwise cured; or (f) There shall have occurred an Insurance Agreement Event of Default or an event of default under any other insurance agreement to which the Holders Insurer and NAFI and/or the Seller or any other affiliate of Notes evidencing greater than 50% of NAFI are party; or (g) The Servicer fails to deliver the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing report required to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given be delivered by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 4.11 and such failure remains unremedied for a period of five days; (h) A claim is made under the Note Policy; or (i) so long as an Insurer Default shall not have occurred and be paid by continuing, the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of Insurer shall not have delivered a Servicer Termination Event, Indenture Trustee shall give notice thereof Extension Notice pursuant to the Rating AgenciesSection 4.16.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations 41 47 (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by the Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a partyDocument, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Officers' Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one For purposes of this Agreement, each of the following events (will constitute a "Servicer Termination Event") shall occur and be continuing: (a) any Any failure by the Servicer to deliver to the Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, for distribution to Noteholders any proceeds or any failure by Servicer payment required to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [be so delivered under this Agreement that shall continue continues unremedied for a period of five (5) two Business Days (one Business Day with respect to payment of Purchase Amounts) after written notice of such failure is received by the Servicer from Owner Trustee or the Indenture Trustee [or (unless an Insurer Default has occurred and is continuing) the Insurer] or after discovery of such failure by an Authorized a Responsible Officer of the Servicer]; or; (b) failure Failure by the Servicer to deliver the Servicer's Certificate by the Determination Date; (c) Failure on the part of the Servicer duly to duly observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or or, if the Servicer is Triad, failure of Triad duly to perform any other Basic Document to which it is a party, covenants or agreements of Triad set forth in the Purchase Agreement which failure shall[ (i)] ) materially and adversely affect affects the rights of either the Certificateholders or Noteholders [(determined without regard to the availability of funds under the Note Policy), or of the Insurer (unless an Insurer Default has occurred and is continuing),] and (ii) continue continues unremedied for a period of 60 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have has been given (A) to the Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, the Issuer [or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes Insurer (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balancean Insurer Default has occurred and is continuing,] by any Noteholder), by notice then given in writing to Servicer ; (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holdersd) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether An Insolvency Event has occurred with respect to the NotesServicer; (e) Any representation, warranty or statement of the Servicer made in this Agreement or any certificate, report or other writing delivered pursuant hereto will prove to be incorrect in any material respect as of the time when the same will have been made, and the incorrectness of such representation, warranty or statement has a material adverse effect on the Trust[, the Certificates Insurer] or the Receivables Noteholders' interests and, within 30 days after knowledge thereof by the Servicer or otherwise, shall, without further action, pass after written notice thereof will have been given to and be vested in the Servicer by the Indenture Trustee or [the Insurer (or, if an Insurer Default has occurred and is continuing,] a Noteholder, the circumstances or conditions in respect of which such Successor Servicer representation, warranty or statement was incorrect will not have been eliminated or otherwise cured; (f) So long as may be appointed no Insurer Default has occurred and is continuing, an Insurance Agreement Event of Default occurs;] (g) A claim is made under Section 8.2the Note Policy; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. or] [(h) The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to Trigger Event under the Rating AgenciesInsurance Agreement].

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.to

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller, any Seller Affiliate or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.

Servicer Termination Event. If any one of the following events (a "Servicer Termination Event") shall occur and be continuing: (a) any failure by Servicer to deliver to Indenture Trustee and Owner Trustee the Servicer's Report in accordance with Section 4.9, or any failure by Servicer or Seller to deliver to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts or the Certificate Distribution Account any required payment or to direct Indenture Trustee or Owner Trustee to make any required distributions therefrom [that shall continue unremedied for a period of five (5) Business Days after written notice of such failure is received by Servicer from Owner Trustee or Indenture Trustee or after discovery of such failure by an Authorized Officer of Servicer]; or (b) failure on the part of Servicer or Seller duly to duly observe or to perform in any material respect any other covenants or agreements of Servicer or Seller, as applicable, set forth in this Agreement or any other Basic Document to which it is a party, which failure shall[ shall (i)] ) materially and adversely affect the rights of either the Certificateholders or Noteholders [and (ii) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to Servicer by Owner Trustee or Indenture Trustee or (B) to Servicer and to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing [not less than 25%] % of the Outstanding Amount of the Notes or Holders of Certificates [evidencing not less than 25%] % of the outstanding Certificate Balance, as applicable (or for such longer period, not in excess of 120 days, as may be reasonably necessary to remedy such default; provided that such default is capable of remedy within 120 days and Servicer delivers an Officer's Certificate to Owner Trustee and Indenture Trustee to such effect and to the effect that Servicer or Seller, as applicable, has commenced or will promptly commence, and will diligently pursue, all reasonable efforts to remedy such default)]; or (c) an Insolvency Event occurs with respect to Servicer, the Transferor Seller or any of their respective successors; then, [and in each and every case, so long as any Servicer Termination Event shall not have been remedied, either Indenture Trustee, or the Holders of Notes evidencing greater than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, either the Owner Trustee or the Holders of Certificates evidencing greater than 50% of the Certificate Balance), by notice then given in writing to Servicer (and to Owner Trustee or Indenture Trustee, as applicable, if given by the Holders) may terminate all the rights and obligations (other than the obligations set forth in Section 7.2) of Servicer under this Agreement]. On or after the receipt by Servicer of such written notice, all authority and power of Servicer under this Agreement, whether with respect to the Notes, the Certificates or the Receivables or otherwise, shall, without further action, pass to and be vested in Indenture Trustee or such Successor Servicer as may be appointed under Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer, Indenture Trustee and Owner Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received by it with respect to a Receivable. Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section 8.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of a Servicer Termination Event, Indenture Trustee shall give notice thereof to the Rating Agencies.SALE AND SERVICING AGREEMENT 32 38