Common use of Servicer Termination Events Clause in Contracts

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the The following shall constitute events will each be a “Servicer Termination Event”: (ai) Any failure by the Servicer fails to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered under this Agreement and that failure continues for five Business Days after the earlier of the date (A) the Servicer receives notice of the failure from the Owner Trustee or to direct the Indenture Trustee or (B) a Responsible Person of the Servicer has knowledge of the failure, unless: (1) (A) the failure is caused by an event outside the Servicer’s control that the Servicer could not have avoided through the exercise of commercially reasonable efforts, (B) the failure does not continue for more than ten Business Days after the earlier of the date the Servicer receives notice of the failure from the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer has knowledge of the failure, (C) during the period the Servicer uses all commercially reasonable efforts to make the required payment from any Account perform its obligations under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by and (D) the Servicer or after discovery promptly notifies the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders of such failure by the failure, including a Responsible Officer description of the Servicer’s efforts to correct the failure; or (2) (A) the failure would not reasonably be expected to, or after investigation and quantification does not, result in a failure to pay or deposit an amount greater than 0.05% of the Note Balance of the Notes, and (B) the failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after the Servicer receives notice of the failure or a Responsible Person of the Servicer has knowledge of the failure or (ii) if the Servicer’s long-term debt is not so rated, 90 days after the failure; (bii) Failure on the part of the Servicer duly (including in its capacity as Custodian) fails to observe or perform, to perform in any material respect, respect any covenants or agreements of the Servicer set forth in other obligation under this Agreement, which Agreement and that failure (i) materially and adversely affects has a material adverse effect on the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer the Servicer receives notice of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect to of the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceoccurs.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the The following shall constitute events will each be a “"Servicer Termination Event”": (ai) Any failure by the Servicer fails to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered under this Agreement and that failure continues for five Business Days after the earlier of the date (A) the Servicer receives notice of the failure from the Owner Trustee or to direct the Indenture Trustee or (B) a Responsible Person of the Servicer has knowledge of the failure, unless: (1) (A) the failure is caused by an event outside the Servicer's control that the Servicer could not have avoided through the exercise of commercially reasonable efforts, (B) the failure does not continue for more than ten Business Days after the earlier of the date the Servicer receives notice of the failure from the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer has knowledge of the failure, (C) during the period the Servicer uses all commercially reasonable efforts to make the required payment from any Account perform its obligations under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by and (D) the Servicer or after discovery promptly notifies the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders of such failure by the failure, including a Responsible Officer description of the Servicer's efforts to correct the failure; or (2) (A) the failure would not reasonably be expected to, or after investigation and quantification does not, result in a failure to pay or deposit an amount greater than 0.05% of the Note Balance of the Notes, and (B) the failure does not continue for more than (i) if the Servicer's long-term debt is rated investment grade by all Rating Agencies, 90 days after the Servicer receives notice of the failure or a Responsible Person of the Servicer has knowledge of the failure or (ii) if the Servicer's long-term debt is not so rated, 90 days after the failure; (bii) Failure on the part of the Servicer duly (including in its capacity as Custodian) fails to observe or perform, to perform in any material respect, respect any covenants or agreements of the Servicer set forth in other obligation under this Agreement, which Agreement and that failure (i) materially and adversely affects has a material adverse effect on the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer the Servicer receives notice of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect to of the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceoccurs.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any any failure by the Servicer to deposit into any the Collection Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five (5) Business days Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this AgreementAgreement (other than any covenant or agreement under Section 7.10), which failure (i) materially and adversely affects the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (dc) The the occurrence of an Insolvency Event with respect to the Servicer; provided. Notwithstanding the foregoing, however, that a delay in or failure of performance referred to under clause (a) above for a period of 10 forty-five (45) days or under clause (b) or (c) above for a period of 30 days ninety (90) days, will not constitute a Servicer Termination Event if such that failure or delay or failure was caused by force majeure Force Majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the (a) The occurrence and continuance continuation of any of the following shall constitute events will be a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days after the earlier of the date on which (x) notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or (y) a Responsible Person of the Servicer learns of such failure, unless: (1) (A) such failure is caused by an event outside the control of the Servicer that the Servicer could not have avoided through the exercise of due care, (B) such failure does not continue for more than ten Business Days after the earlier of the date on which notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer learns of such failure, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders with prompt notice of such failure that includes a description of the Servicer’s efforts to remedy such failure; or (2) (A) such failure would not reasonably be expected to, or upon investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the Note Balance of the Notes, and (B) such failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after written notice a Responsible Person of the Servicer learns of such failure or (ii) if the Servicer’s long-term debt is received not so rated, 90 days after such failure; (ii) Any failure by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written receives notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause . (b) or (c) above for a period of 30 days will not constitute If a Servicer Termination Event occurs, the Issuer will promptly notify each Rating Agency. So long as such Servicer Termination Event has not been remedied, either the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest), by notice to the Servicer and the Issuer (who will then promptly notify the Rating Agencies) (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than those set forth in Sections 6.2 and 6.3) of the Servicer under this Agreement. Upon the receipt by the Servicer of such delay notice (or failure was caused such later date as may be specified in such notice of termination), all authority and power of the Servicer under this Agreement will pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.2. In such event, the Indenture Trustee and the Owner Trustee are authorized 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 termination of the predecessor Servicer and to complete the transfer of the Receivables Files and related documents to the Indenture Trustee or the Successor Servicer or the successor Custodian. (c) Upon termination of the Servicer under this Section 7.1 or the Servicer’s resignation under Section 6.6, the predecessor Servicer will cooperate with the Indenture Trustee, the Owner Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, as soon as practicable, the transfer to the Indenture Trustee or such Successor Servicer of all cash amounts that are held by force majeure the predecessor Servicer for deposit, or thereafter received with respect to a Receivable and the delivery of the Receivables Files and the related accounts and records maintained by the Servicer. In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other similar occurrenceapplications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement. All reasonable costs and expenses (including attorneys’ fees) incurred by the Indenture Trustee, the Owner Trustee and the Successor Servicer associated with (i) the transition of servicing duties to the Successor Servicer and (ii) amending this Agreement to reflect a succession of the Servicer pursuant to this Section 7.1 will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Termination Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any the Collection Account any proceeds or any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five two Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerDays; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement Agreement, any other Servicer Basic Documents or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith, other than any representation or warranty relating to a Receivable that has been purchased by the Servicer in accordance with the terms hereof, shall prove to be have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on period of 30 days after (A) the Issuer or the Noteholders and date of discovery of such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt (B) written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been received by the Servicer of written notice thereof from the Indenture Depositor, either Trustee or the Noteholders representing not less than 50holding at least 25% of the Outstanding Amounts Note Balance of the Notes; orControlling Class; (diii) The occurrence of an Insolvency Event with respect failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, and the Seller the Servicer; provided’s Monthly Certificate by the applicable Determination Date, however, that a delay or which failure of performance referred to under clause (a) above continues unremedied for a period of 10 days five Business Days; (iv) failure on the part of the Servicer duly to observe or clause (b) perform any other covenants or (c) above agreement of the Servicer set forth in this Agreement, which failure materially and adversely affects the rights of the Depositor or Noteholders and continues unremedied for a period of 30 days will not constitute after (A) the date of discovery of such failure by a Responsible Officer of the Servicer Termination or (B) written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been received by the Servicer from the Depositor, either Trustee or the Noteholders holding at least 25% of the Note Balance of the Controlling Class; or (v) an Insolvency Event if such delay or failure was caused by force majeure or other similar occurrenceshall occur with respect to the Servicer.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the The following shall constitute events will each be a “Servicer Termination Event”: (ai) Any failure by (x) the Servicer fails to deposit into deposit, or deliver to the Owner Trustee or the Indenture Trustee for deposit, any Account any proceeds or payment Collections required to be delivered under this Agreement; (y) so delivered long as Cellco is the Servicer, the Marketing Agent fails to deposit, or to direct cause the related Originators to deposit, into the Collection Account any Upgrade Payments required to be delivered under this Agreement, or (z) so long as Cellco is the Servicer, the Parent Support Provider fails to make any payments with respect to the items set forth in clause (x) or clause (y) above, to the extent the Servicer, or the Marketing Agent or any related Originator, respectively, fails to do so, and, in each case, which such failure continues for five (5) Business Days after the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, receives written notice of the failure from the Owner Trustee or the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer Trustee, or after discovery of such failure by a Responsible Officer Person of the Servicer;, the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure; or (bii) Failure on the part of the Servicer duly (including in its capacity as Custodian) fails to observe or performto perform any obligation under this Agreement, in any material respect, any covenants or agreements of the Servicer other than as set forth in this Agreementclause (i) or (iii), which failure has a material adverse effect on the Noteholders and continues for ninety (i90) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which receives written notice of such the failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50% of at least a majority of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence so long as Cellco is the Servicer, the failure by (x) the Marketing Agent to make, or to cause the related Originators to make, (i) any payments required to be paid by the Marketing Agent, including without limitation Credit Payments or (ii) payments relating to the acquisition by the Marketing Agent or the related Originators of Receivables that are subject to certain transfers, but not including Upgrade Payments, or (y) the Parent Support Provider to make any payments set forth in clause (x) above, to the extent that the Marketing Agent or any related Originator fails to do so, and in either case, that continues for ten (10) Business Days after the Marketing Agent or Parent Support Provider, as applicable, receives written notice of the failure from the Owner Trustee or the Indenture Trustee, or a Responsible Person of the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure; or (iv) an Insolvency Event with respect to of the ServicerServicer occurs; provided, however, that a delay or failure of performance referred to under clause in clauses (ai), (ii) or (iii) above for a an additional period of 10 days or clause sixty (b60) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence, as further described in Section 6.2(d).

Servicer Termination Events. For purposes of this Agreement, the (a) The occurrence and continuance continuation of any of the following shall constitute events will be a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days after the earlier of the date on which (x) notice of the failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or (y) a Responsible Person of the Servicer learns of the failure, unless: (1) (A) the failure is caused by an event outside the control of the Servicer that the Servicer could not have avoided through the exercise of due care, (B) the failure does not continue for more than ten Business Days after the earlier of the date on which notice of the failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer learns of the failure, (C) during the period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders with prompt notice of the failure that includes a description of the Servicer’s efforts to remedy the failure; or (2) (A) the failure would not reasonably be expected to, or upon investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the Note Balance of the Notes, and (B) the failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after written notice a Responsible Person of the Servicer learns of the failure or (ii) if the Servicer’s long-term debt is received not so rated, 90 days after the failure; (ii) Any failure by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer the Servicer receives notice of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect to of the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause . (b) or (c) above for a period of 30 days will not constitute If a Servicer Termination Event occurs, the Issuer will promptly notify each Rating Agency. Provided the Servicer Termination Event has not been remedied, either the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class (or, if such delay no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest), by notice to the Servicer and the Issuer (who will then promptly notify the Rating Agencies) (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than those in Sections 6.2 and 6.3) of the Servicer under this Agreement. Upon the receipt by the Servicer of the notice (or failure was caused a later date as may be stated in the notice of termination), all authority and power of the Servicer under this Agreement will pass to and be vested in the Indenture Trustee or the Successor Servicer as may be appointed under Section 7.2. In that event, the Indenture Trustee and the Owner Trustee are authorized 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 termination of the predecessor Servicer and to complete the transfer of the Receivables Files and related documents to the Indenture Trustee or the Successor Servicer or the successor Custodian. (c) Upon termination of the Servicer under this Section 7.1 or the Servicer’s resignation under Section 6.6, the predecessor Servicer will cooperate with the Indenture Trustee, the Owner Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, as soon as practicable, the transfer to the Indenture Trustee or the Successor Servicer of all cash amounts that are held by force majeure the predecessor Servicer for deposit, or later received for a Receivable and the delivery of the Receivables Files and the accounts and records maintained by the Servicer. In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other similar occurrenceapplications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement. All reasonable costs and expenses (including attorneys’ fees) incurred by the Indenture Trustee, the Owner Trustee and the Successor Servicer associated with (i) the transition of servicing duties to the Successor Servicer and (ii) amending this Agreement to reflect a succession of the Servicer under this Section 7.1 will be paid by the predecessor Servicer upon presentation of reasonable documentation of the costs and expenses.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Distribution Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due and, in the case of a payment or deposit to be made no later than a Distribution Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerDistribution Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the NotesControlling Class; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee and the Servicer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class Notes (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the Notes; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Servicer shall cooperate with the Trustees and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class Notes (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the Notes; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Equipment, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class Notes (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the Notes; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any the Collection Account any proceeds or any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five two (2) Business days after written notice is received Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer or after discovery of such failure by a Responsible Officer of to deliver to the Owner Trustee, the Indenture Trustee, and the Seller the Servicer’s Monthly Certificate by the applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days; (biv) Failure failure on the part of the Servicer duly to observe or perform, in perform any material respect, any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) could materially and adversely affects affect the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 thirty (30) days after after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer or after Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50holding at least 25% of the Note Balance of the Outstanding Amount Notes of the Controlling Class of NotesClass; (cv) If any representation or warranty of the Servicer shall cease to be an Eligible Servicer; (vi) an Insolvency Event shall occur with respect to the Servicer, in ; (vii) the Servicer has assigned or delegated any of its capacity as Servicer, made in obligations under this Agreement shall prove or any other Basic Document other than in accordance with the terms herein and/or therein, as applicable; or (viii) the Servicer has failed to obtain or maintain all licenses and approvals necessary for the conduct of its business in the jurisdictions where the failure to do so could reasonably be incorrect in any material respect as of the time when the same shall expected to have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceNoteholders.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any (a) Any one of the following events shall constitute a “Servicer Termination Event”: (ai) Any any failure by the Servicer to deposit into deliver to Trustee a Servicer’s Report for any Collection Period, which failure shall continue beyond the related Deposit Date; (ii) any failure by Servicer to deliver to any Account or the Reserve Account any proceeds payment or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account paid under the terms of the Certificates and this Agreement that continues Agreement, or to direct Trustee to make any required distribution from any Account or the Reserve Account, which failure shall continue unremedied for a period of five Business days Days after written notice is received from the Trustee by the Servicer or after discovery of such failure by Servicer (or, in the case of a Responsible Officer of payment or deposit to be made no later than a Deposit Date immediately preceding a Distribution Date, the Servicerfailure to make such payment or deposit by such Distribution Date); (biii) Failure any failure on the part of the Servicer to duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure shall (iA) materially and adversely affects affect the rights of Holders (which determination shall be made without regard to whether funds are available to the Securityholders Holders pursuant to the Reserve Account) and (iiB) continues continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer by any of the Owner Trustee, the Indenture or (2) to Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer Holders of written notice thereof from the Indenture Trustee or the Noteholders Certificates representing not less than 5025% of the Outstanding Amounts outstanding principal amount of the NotesCertificates (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 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); (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for Servicer, Seller, Transferor, or any of their respective successors, in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 consecutive days; or (dv) The the consent by Servicer, Seller, Transferor, or any of their respective successors, to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings of or relating to such Person or relating to substantially all of its property, the admission in writing by such Person of its inability to pay its debts generally as they become due, the filing by such Person of a petition to take advantage of any applicable bankruptcy, receivership, conservatorship, insolvency or similar statute, the making by such Person of an assignment for the benefit of its creditors or the voluntary suspension by such Person of payment of its obligations. Upon the occurrence of an Insolvency any Servicer Termination Event, and so long as a Servicer Termination Event shall not have been remedied, either Trustee, or the Majority Holders, by notice then given in writing to Servicer, may terminate all of the rights and obligations of Servicer (other than the obligations set forth in Section 7.2) 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 Certificates or the Trust Property or otherwise, shall pass to and be vested in Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee shall be authorized and empowered to execute and deliver, on behalf of Servicer; provided, howeveras 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 Receivable Files or the Physical Damage Insurance Policies, the certificates of title to the Financed Vehicles, or otherwise. Servicer shall cooperate with Trustee or any successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to Trustee or any successor Servicer for administration of all cash amounts that are at the time held by Servicer for deposit, shall have been deposited by Servicer in the Collection Account, or thereafter shall be received with respect to a delay Receivable, all Receivable Files and all information or failure documents that Trustee or such successor Servicer may require. In addition, Servicer shall 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 transfer to the successor Servicer all other records, correspondence and documents necessary for the continued servicing of performance referred to under clause (a) above for a period the Receivables in the manner and at such times as the successor Servicer shall reasonably request. All reasonable out-of-pocket costs and expenses incurred by the successor Servicer in connection with the transfer of 10 days or clause servicing shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (b) or (c) above for a period If any of 30 days will not constitute a the foregoing Servicer Termination Event if Events occur, Trustee shall have no obligation to notify Holders or any other Person of such delay or failure was caused by force majeure or other similar occurrenceoccurrence prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the The following shall constitute events will each be a “Servicer Termination Event”: (ai) Any failure by the Servicer fails to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered under this Agreement and that failure continues for five Business Days after the earlier of the date (A) the Servicer receives notice of the failure from the Owner Trustee or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by (B) a Responsible Officer of the Servicer; (b) Failure on the part Person of the Servicer duly to observe or performhas knowledge of the failure, in any material respect, any covenants or agreements unless: (1) (A) the failure is caused by an event outside the control of the Servicer set forth in this Agreementthat the Servicer could not have avoided through the exercise of commercially reasonable efforts, which (B) the failure (i) materially and adversely affects does not continue for more than ten Business Days after the rights earlier of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer date notice of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer has knowledge of the failure, (C) during the period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer promptly notifies the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders of the failure, including a description of the Servicer’s efforts to correct the failure; or (2) (A) the failure would not reasonably be expected to, or after investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the Note Balance of the Notes, and (B) the failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after a Responsible Person of the Servicer has knowledge of the failure or (ii) if the Servicer’s long-term debt is not so rated, 90 days after the failure; (ii) the Servicer (including in its capacity as Custodian) fails to observe or to perform in any material respect any other obligations under this Agreement and that failure has a material adverse effect on the rights of the Noteholders and continues for 90 days after the Servicer receives notice of the failure from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect to of the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceoccurs.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the NotesControlling Class; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any of the following shall constitute events (each, a “Servicer Termination Event”) occurs and is continuing with respect to the Servicer: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into any Account any proceeds or payment required to be so delivered or to direct give instructions to the Indenture Trustee to make such payment, transfer or deposit on or before the required payment from any Account under the terms of this Agreement that continues unremedied for a period of date occurring five Business days Days after written notice the date such payment, transfer or deposit or such instruction is received by required to be made or given, as the Servicer case may be, under this Agreement, the Indenture or after discovery of such failure by a Responsible Officer of the Servicerany Indenture Supplement; (bii) Failure any failure on the part of the Servicer to duly to observe or perform, perform in any material respect, respect any other of its covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially Agreement that has an Adverse Effect and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied shall have remedied, has been given to the Servicer by any of the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee or by Noteholders evidencing of not less than 5010% of the Outstanding Amount Note Balance of the Controlling Class Outstanding Notes (or, with respect to any such failure that does not relate to all Series, 10% of Notesthe Note Balance of the Outstanding Notes of all Series to which such failure relates); (ciii) If the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.1(a), 5.2 and 6.2; (iv) any representation representation, warranty or warranty certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect and such Adverse Effect continues for 60 days after the date on which notice of such Adverse Effect, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made Owner Trustee and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the by Noteholders representing of not less than 5010% of the Outstanding Amounts Note Balance of the NotesOutstanding Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the Note Balance of the Outstanding Notes of all Series to which such representation, warranty or certification relates); or (dv) The occurrence of an Insolvency Event occurs with respect to the Servicer; providedthen the Indenture Trustee or Noteholders of a majority of the Note Balance of the Outstanding Notes, howeverby notice to the Servicer, the Back-up Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate the Servicer as Servicer under this Agreement. (b) If within 60 days after delivery of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, (i) the Back-up Servicer has not become the Successor Servicer, (ii) a Successor Servicer has not been appointed and the Indenture Trustee has not received any bids from Eligible Servicers to act as a Successor Servicer in accordance with Section 6.2(a) and (iii) in the case of a Termination Notice, the Indenture Trustee receives an Officer’s Certificate of the Servicer stating that the Servicer cannot cure the Servicer Termination Event which gave rise to the Termination Notice, the Depositor may repurchase the Sold Assets on the Payment Date in the next month for an amount equal to the sum of the Reassignment Amounts for each Series. If the Depositor is repurchasing the Sold Assets, it will notify the Indenture Trustee prior to the Record Date for such Payment Date and deposit the Reassignment Amounts into the Collection Account no later than 1:00 p.m., New York City time, on such Payment Date. The purchase price will be allocated and paid to the Noteholders of each Series on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes. Upon the repurchase of the Sold Assets, the Issuer will without further action be deemed to sell and assign to the Depositor, without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Sold Assets. The Owner Trustee will, at the Depositor ‘s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of the Sold Assets pursuant to this Section 6.1(b). (c) Notwithstanding Section 6.1(a), a delay in or failure of performance referred to in Section 6.1(a)(i) for ten Business Days after the applicable grace period or under clause (a) above for a period of 10 days or clause (bSections 6.1(a)(ii) or (civ) above for a period of 30 days 60 Business Days after the applicable grace period, will not constitute a Servicer Termination Event if (i) such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by force majeure an act of God or other a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses outside the reasonable control of the Servicer, (ii) the Servicer is using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with this Agreement and (iii) the Servicer promptly delivers an Officer’s Certificate describing such failure or delay and its efforts to perform its obligations to the Indenture Trustee, the Owner Trustee, the Depositor and the Back-up Servicer.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing with respect to any Servicer: (a) Any any failure by the any Servicer to make any payment, transfer or deposit into any Account any proceeds on or payment before the date occurring five Business Days after the date such payment, transfer or deposit is required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by Agreement, any Series Supplement or the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;Master Servicing Agreement; or (b) Failure failure on the part of the any Servicer duly to observe or perform, perform in any material respect, respect any covenants or material agreements of the such Servicer set forth in this Agreement, any Series Supplement or the Master Servicing Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery the date on which written notice of such failure failure, requiring the same to be remedied, shall have been given to such Servicer by a Responsible Officer the Trustee, or to such Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (c) any representation, warranty or certification made by any Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the such Servicer by any of the Owner Trustee, or to such Servicer and the Indenture Trustee or Noteholders by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 5025% of the Outstanding Class Invested Amount of the Controlling any Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesSeries materially adversely affected thereby; or (d) The occurrence of an Insolvency Event with respect any Servicer that is not subject to the Servicer; providedbankruptcy laws of the United States of America shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, howeverreadjustment of debt, that marshalling of assets and liabilities or similar proceedings of or relating to such Servicer or of or relating to all or substantially all of its property, or a delay decree or failure order of performance referred to under clause (a) above a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against any Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 10 days 120 days; or clause any Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (be) any Servicer that is subject to the bankruptcy laws of the United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or any such Servicer shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer or consent; or any such Servicer shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or (cf) above any order for relief against any Servicer that is subject to the bankruptcy laws of the United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 30 days will not constitute 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of any such Servicer under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of any such Servicer, or of any substantial part of the property of any such Servicer, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; then, in the event of any Servicer Termination Event, so long as the Servicer Termination Event shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master Servicer and to the Servicer to which any such Servicer Termination Event relates (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all of the rights and obligations of such delay Servicer under this Agreement, any Series Supplements then outstanding and the Master Servicing Agreement. After receipt by such Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.03 with respect to such Servicer, all authority and power of such Servicer under this Agreement, any Series Supplements then outstanding and the Master Servicing Agreement shall pass to and be vested in such Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure was caused of such Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Such Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of such Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of such Servicer to service such Servicer’s Receivables provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by force majeure such Servicer for deposit, or which have been deposited by such Servicer in any Investor Account, or which shall thereafter be received with respect to such Receivables, and in assisting the Successor Servicer. The terminated Servicer shall promptly make available its electronic records relating to the Receivables and Interchange to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly make available to the Successor Servicer all other similar occurrencerecords, correspondence and documents necessary for the continued servicing of the Receivables and the determining and reporting of Interchange in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.02 shall require the terminated Servicer to disclose to the Successor Servicer information of any kind which such Servicer reasonably deems to be confidential, such Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as such Servicer shall deem necessary to protect its interest.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute a “Servicer Termination Event”” hereunder: (a) Any the occurrence of a Level III Trigger Event; (b) any failure by the Servicer to deposit into (i) deliver any Account Collections or (ii) make any proceeds payment, transfer or payment deposit, in each case as required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of by this Agreement that continues or any other Servicer Basic Document and, in each case, which failure shall continue unremedied for a period two Business Days after (A) receipt of five Business days after written notice is received of such failure by the Servicer from the Administrative Agent, any Agent, any Lender or after the Account Bank or (B) discovery of such failure by a Responsible Officer of the Servicer; (bc) Failure on the part of any failure by the Servicer duly to observe deliver to the Administrative Agent, each Agent, each Lender or perform, in any material respect, any covenants or agreements of the Backup Servicer set forth in this Agreement, which failure a Monthly Report and a Monthly Loan Tape when required that shall continue unremedied for two Business Days after (i) materially and adversely affects receipt of written notice of such failure by the rights of Servicer from the Securityholders and Administrative Agent, any Agent, any Lender or the Backup Servicer or (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer; (d) any merger or consolidation of the Servicer in breach of Section 7.15; (e) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in any Servicer Basic Document, which failure shall remain unremedied for 30 days after the date on which earlier of (i) receipt of written notice of such failure requiring the same to be remedied shall have been given to by the Servicer by from the Administrative Agent, any of Agent, any Lender or the Owner Trustee, the Indenture Trustee Backup Servicer or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (cii) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness discovery of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer Servicer; (f) any representation, warranty or receipt certification made by the Servicer in any Servicer Basic Document or in any other certificate, information or report delivered pursuant to any Servicer Basic Document shall prove to have been false or incorrect in any material respect when made or deemed made or delivered, and which remains unremedied for 30 days after the earlier of (i) receipt of written notice thereof of such failure by the Servicer from the Indenture Trustee Administrative Agent, any Agent, any Lender or the Noteholders representing not less than 50% Backup Servicer or (ii) discovery of such failure by a Responsible Officer of the Outstanding Amounts of the Notes; orServicer; (dg) The occurrence of an Insolvency Event shall occur with respect to the Servicer; (h) an Event of Default shall have occurred and shall not have been waived; providedor (i) any failure by the Servicer to observe any covenant, howevercondition or agreement under Section 6.05(h). During the continuance of any of the foregoing, that notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Administrative Agent and the Required Lenders, the Administrative Agent acting at the direction of the Required Lenders, by written notice to the Servicer (with a copy to each Agent, Hedge Counterparty, the Account Bank and the Backup Servicer) (each, a “Servicer Termination Notice”), shall terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and under the 2021-1B SUBI Servicing Agreement. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause paragraph (ab) above for a an additional period of 10 days or clause two (b2) or (c) above for a Business Days after the applicable grace period of 30 days will specified therein shall not constitute a Servicer Termination Event Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by force majeure a Force Majeure Event. The preceding sentence will not relieve the Servicer from using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Administrative Agent, the Account Bank, the Backup Servicer and the Borrower with an Officer’s Certificate giving prompt notice of such failure or other similar occurrencedelay, together with a description of its efforts so to perform its obligations.

Servicer Termination Events. For purposes The occurrence or existence of this Agreement, the occurrence and continuance of any one or more of the following events or facts which is continuing and has not been remedied by the Servicer or the Backup Servicer within the time period specified if any, with respect to such events or facts shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer fails to make any payment or deposit into any Account any proceeds or payment required to be so delivered or to direct made by it hereunder and such failure continues for two Business Days after the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery occurrence of such failure by a Responsible Officer of the Servicerfailure; (b) Failure any failure on the part of the Servicer to duly to perform or observe or perform, in any material respectterm, any covenants condition, covenant or agreements agreement of the Servicer set forth in this AgreementAgreement (other than Section 5.10(f)) or any document executed in connection herewith, other than such as are specifically referred to in paragraph (a) above, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 30 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which the Servicer receives written notice of such failure requiring thereof from the same to be remedied shall have been given to Trust specifying the Servicer by any of the Owner Trustee, the Indenture Trustee default or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notesbreach; (c) If any representation or warranty made by the Servicer (or any of its officers) in or pursuant to this Agreement, the ServicerPurchase Request, any Increase Request, any Portfolio Report, any Portfolio Certificate or any document executed in its capacity as Servicer, made in this Agreement shall prove connection herewith or therewith proves to be have been false or incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 not been cured within 30 days after discovery written notice thereof by a Responsible Officer of the Servicer or receipt has been received by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; orTrust; (d) The occurrence the taking of possession by an encumbrancer (including a receiver, receiver manager or trustee) of any assets of the Servicer (other than solely to perfect a security interest therein), or the levying or enforcement or a distress or execution or any similar process against any part of the assets of the Servicer that remains unsatisfied for 30 days after the Servicer becoming aware thereof, which materially adversely affects the Servicer’s ability to perform its obligations hereunder; (e) the issuance or levying of a writ of execution, attachment or similar process against all or a substantial portion of the property of the Servicer, the Backup Servicer or the Performance Guarantor, in connection with any judgment against the Servicer, the Backup Servicer or the Performance Guarantor in any amount that materially affects the property of the Servicer, the Backup Servicer or the Performance Guarantor if such writ of execution, attachment or similar process shall not have been stayed or dismissed after 45 days; (f) any failure on the part of the Servicer to duly perform or observe the terms of Section 5.10(f); (g) any of the Servicer, AFC or the Performance Guarantor shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceedings shall be instituted by or against the Servicer or the Performance Guarantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an Insolvency Event with respect to order for relief by the Servicer; providedappointment of a receiver, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure trustee or other similar occurrenceofficial for it or for any substantial part of its property and, if such proceeding has been instituted against the Servicer or the Performance Guarantor, as the case may be, either such proceeding has not been stayed or dismissed within 45 days or any of the actions sought in such proceeding (including the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official) are granted, or the Servicer or the Performance Guarantor take any corporate action to authorize any of the actions described in this Section 5.11(g); and (h) the filing by the Servicer, AFC or the Performance Guarantor of a notice of intention to make a proposal under the Bankruptcy and Insolvency Act, the Companies’ Creditors Arrangement Act or any other similar legislation in the applicable jurisdiction, to some or all of its creditors.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five ten Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause clauses (a) above for a period of 10 days or clause ), (b) or (c) above for a an additional period of 30 60 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any one or more of the following shall constitute a events (“Servicer Termination Event”) shall occur and be continuing: (ai) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee any Account any proceeds or payment required to be so delivered or to direct by the Indenture Trustee to make the required payment from any Account Servicer under the terms of this Agreement that continues shall continue unremedied for a period of five ten (10) Business days Days after written notice of such failure is received by the Servicer from the Issuer or after discovery of such failure by a Responsible Officer of the Servicer;Indenture Trustee; or (bii) Failure failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of agreements, as the Servicer case may be, set forth in this Agreement, which failure shall (iA) materially and adversely affects affect the rights of the Securityholders Noteholders or Certificateholders and (iiB) continues continue unremedied for a period of 60 ninety (90) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer by any of the Owner TrusteeIssuer or the Indenture Trustee or (2) to the Issuer, the Indenture Trustee or and the Servicer by the Noteholders of Notes evidencing not less than 50% a majority of the Note Balance amount of the Outstanding Amount Notes or, if no Notes are Outstanding, by holders of Certificates evidencing a majority of the Controlling Class of Notes; (c) If any representation or warranty of beneficial interest in the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesIssuer; or (diii) The occurrence of an Insolvency Event with respect to the ServicerServicer suffers a Bankruptcy Event; provided, however, that if a delay in or failure of performance referred to under clause clauses (a) above for a period of 10 days or clause (bi) or (cii) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or similar occurrence the grace period in the applicable clause will be extended for an additional thirty days; provided, further, the existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i), (ii) or (iii) above has occurred; then the Indenture Trustee (provided, that a Responsible Officer of the Indenture Trustee shall have received written notice thereof) shall promptly notify each Rating Agency, and in each and every case, so long as a Servicer Termination Event shall not have been remedied, either the Indenture Trustee or the holders of Notes evidencing not less than a majority of the principal amount of the Notes Outstanding (or, if no Notes are Outstanding, Holders of Certificates evidencing at least a majority of the beneficial interest in the Issuer), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Issuer if given by the Noteholders and to the Issuer if given by the Certificateholders and in each case with a copy to the Rating Agencies) may terminate all of the rights and obligations 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 or the Trust Estate or otherwise, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.2; and, without limitation, the Indenture Trustee and the 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 similar occurrenceinstruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. (b) Upon termination of the Servicer under Section 6.1(a), the predecessor Servicer shall cooperate with the Indenture Trustee, the Issuer and such successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Indenture Trustee or such successor Servicer for administration of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and Records to the extent maintained by the Servicer. 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 6.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due and, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the NotesControlling Class; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing: (a) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement or any Account other Transaction Document, other than any proceeds such failure resulting from an administrative or payment technical error of the Servicer in the amount so paid, transferred or deposited; provided that within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously paid, transferred or deposited by the Servicer was less than the amount required to be so delivered paid, transferred or deposited by the Servicer, the Servicer pays, transfers or deposits the amount of such shortfall; (b) any failure by the Servicer to give instructions or notice to the Deal Agent and the Lenders as required by this Agreement or any other Transaction Document, or to direct deliver any required Monthly Report or other required reports hereunder on or before the Indenture Trustee date occurring two (2) Business Days after the date such instruction, notice or report is required to make be made or given, as the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by or the Servicer or after discovery of such failure by a Responsible Officer of the Servicerrelevant Transaction Document; (bc) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this AgreementAgreement or the other Transaction Documents (other than as set forth in clauses (a) or (b) above) to which the Servicer is a party, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes10 days; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence any material representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which continues unremedied for more than thirty (30) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Deal Agent and the Lenders to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default); (e) an Insolvency Event shall occur with respect to the Servicer; (f) any delegation of the Servicer’s duties that is not permitted by Section 7.1; (g) any financial information related to the Collateral reasonably requested by the Deal Agent, the Collateral Agent or any Lender as provided herein is not reasonably provided as requested; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $5,000,000 in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the Servicer shall fail to pay any principal of or premium or interest on any indebtedness in an aggregate outstanding principal amount of $5,000,000 or more (“Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt; or any other default under any agreement or instrument relating to any Material Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Material Debt; or any such Material Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; (j) any change in the control of the Servicer that takes the form of either a merger or consolidation in which the Servicer is not the surviving entity; (k) a Material Adverse Effect shall have occurred; (l) a Termination Event shall have occurred and such Termination Event has not been waived by the Deal Agent (acting at the direction, or with the consent, of the Required Lenders); or (m) the occurrence of the thirtieth (30th) day after the end of the fiscal quarter in which a breach of any (i) covenant set forth in Sections 7.5, 7.6 and 7.7 of the Credit Agreement as in effect on July 25, 2019 (as any such covenants may be amended from time to time) or (ii) other similar covenant(s) contained in the Credit Agreement (as amended from time to time), shall occur unless prior to such date, such breach is cured or waived by the Deal Agent (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion); provided, however, that a delay if the Credit Agreement is terminated, then the last operative set of Sections 7.5, 7.6 and 7.7 of the Credit Agreement (or failure such similar covenants) shall govern for purposes of performance referred this Section; then notwithstanding anything herein to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a the contrary, so long as any such Servicer Termination Event if such delay shall not have been remedied, within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Deal Agent may, with the consent of the Required Lenders, or failure was caused shall, at the direction of the Required Lenders, by force majeure or other similar occurrencewritten notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing: (a) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement or any Account other Transaction Document, other than any proceeds such failure resulting from an administrative or payment technical error of the Servicer in the amount so paid, transferred or deposited; provided that within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously paid, transferred or deposited by the Servicer was less than the amount required to be so delivered paid, transferred or deposited by the Servicer, the Servicer pays, transfers or deposits the amount of such shortfall; (b) any failure by the Servicer to give instructions or notice to the Deal Agent as required by this Agreement or any other Transaction Document, or to direct deliver any required Monthly Report or other required reports hereunder on or before the Indenture Trustee date occurring two (2) Business Days after the date such instruction, notice or report is required to make be made or given, as the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by or the Servicer or after discovery of such failure by a Responsible Officer of the Servicerrelevant Transaction Document; (bc) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this AgreementAgreement or the other Transaction Documents (other than as set forth in clause (a) or (b) above) to which the Servicer is a party, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes10 days; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence any material representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which continues unremedied for more than thirty (30) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Deal Agent to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default); (e) an Insolvency Event shall occur with respect to the Servicer; provided; (f) any delegation of the Servicer’s duties that is not permitted by Section 7.1; (g) any financial information related to the Collateral reasonably requested by the Deal Agent, howeverthe Collateral Agent or any Lender as provided herein is not reasonably provided as requested; (h) the rendering against the Servicer of one or more final judgments, that a delay decrees or failure orders for the payment of performance referred to under clause (a) above money in excess of $15,000,000 in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for a any period of 10 more than 60 consecutive days without a stay of execution; (i) the Servicer shall fail to pay any principal of or clause premium or interest on any indebtedness in an aggregate outstanding principal amount of $15,000,000 or more (b“Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt; or any other default under any agreement or instrument relating to any Material Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Material Debt; or any such Material Debt shall be declared to be due and payable or required to be prepaid (cother than by a regularly scheduled required prepayment) above for prior to the stated maturity thereof; (j) any change in the control of the Servicer that takes the form of either a period of 30 days will merger or consolidation in which the Servicer is not constitute the surviving entity; (k) a Material Adverse Effect shall have occurred; or (l) a Termination Event shall have occurred and such Termination Event has not been waived by the Deal Agent;; then notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event if such delay shall not have been remedied, within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Deal Agent may, or failure was caused at the direction of the Required Lenders, by force majeure or other similar occurrencewritten notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), shall terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing on any day: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any Account failure by the Servicer to give instructions or notice to the Borrower, any proceeds Managing Agent and/or the Administrative Agent as required by this Agreement or payment to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be so delivered made or to direct given, as the Indenture Trustee to make the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerAgreement; (biii) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, Agreement or any other Transaction Document to which failure (i) materially and adversely affects the rights of the Securityholders and (ii) it is a party as Servicer that continues unremedied for a period of 60 fifteen (15) days after discovery the first to occur of such failure by a Responsible Officer of the Servicer or after (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any of Managing Agent or the Owner Trustee, Borrower and (B) the Indenture Trustee date on which the Servicer becomes or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notesreasonably should have become aware thereof; (civ) If any representation representation, warranty or warranty of certification made by the Servicer, Servicer in its capacity as Servicer, made this Agreement or in any certificate delivered pursuant to this Agreement shall prove to be have been false or incorrect in any material respect as when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the time when first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been made and given to the incorrectness of such representation or warranty has a material adverse effect on Servicer by the Issuer Administrative Agent, any Managing Agent or the Noteholders Borrower and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Servicer Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of written notice thereof from such request; (ix) the Indenture Trustee rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the Noteholders representing occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not less than been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Outstanding Amounts Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the Notes1940 Act, as modified by Section 61 of the 0000 Xxx) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 0000 Xxx) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Xxxxxxx 00 xx xxx 0000 Xxx); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (dxvii) The occurrence of an Insolvency Event with respect the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Servicer; providedAdministrative Agent, howeversubstantially in the form of Exhibit G hereto, that a delay or failure at least 10 Business Days prior to the making of performance any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to under in clause (aA) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of 10 days or clause (b) or (c) above for a period the Administrative Agent, acting at the direction of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrencethe Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute a “Servicer Termination Event”” hereunder: (a) Any the occurrence of a Level III Trigger Event; (b) any failure by the Servicer to deposit into (i) deliver any Account Collections or (ii) make any proceeds payment, transfer or payment deposit, in each case as required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of by this Agreement that continues or any other Servicer Basic Document and, in each case, which failure shall continue unremedied for a period two (2) Business Days after (A) receipt of five Business days after written notice is received of such failure by the Servicer from the Administrative Agent, any Agent, any Lender or after the Securities Intermediary or (B) discovery of such failure by a Responsible Officer of the Servicer; (bc) Failure on the part of any failure by the Servicer duly to observe deliver to the Administrative Agent, each Agent, each Lender or perform, in any material respect, any covenants or agreements of the Backup Servicer set forth in this Agreement, which failure a Monthly Report and a Monthly Loan Tape when required that shall continue unremedied for two (2) Business Days after (i) materially and adversely affects receipt of written notice of such failure by the rights of Servicer from the Securityholders and Administrative Agent, any Agent, any Lender or the Backup Servicer or (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer; (d) any merger or consolidation of the Servicer in breach of Section 7.15; (e) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in any Servicer Basic Document, which failure shall remain unremedied for 30 days after the date on which earlier of (i) receipt of written notice of such failure requiring the same to be remedied shall have been given to by the Servicer by from the Administrative Agent, any of Agent, any Lender or the Owner Trustee, the Indenture Trustee Backup Servicer or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (cii) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness discovery of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer Servicer; (f) any representation, warranty or receipt certification made by the Servicer in any Servicer Basic Document or in any other certificate, information or report delivered pursuant to any Servicer Basic Document shall prove to have been false or incorrect in any material respect when made or deemed made or delivered, and which remains unremedied for 30 days after the earlier of (i) receipt of written notice thereof of such failure by the Servicer from the Indenture Trustee Administrative Agent, any Agent, any Lender or the Noteholders representing not less than 50% Backup Servicer or (ii) discovery of such failure by a Responsible Officer of the Outstanding Amounts of the Notes; orServicer; (dg) The occurrence of an Insolvency Event shall occur with respect to the Servicer; (h) an Event of Default shall have occurred and shall not have been waived; (i) any failure by the Servicer to observe any covenant, condition or agreement under Section 6.05(h); providedor (j) any Subservicer fails to maintain all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business with respect to the servicing of consumer loans (including the Receivables) requires such qualification, howeverlicenses or approvals, that and which remains unremedied for thirty (30) days after the receipt of written notice of such failure by any Governmental Authority. During the continuance of any of the foregoing, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Administrative Agent and the Required Lenders, the Administrative Agent acting at the direction of the Required Lenders, by written notice to the Servicer (with a copy to each Agent, Hedge Counterparty, the Securities Intermediary and the Backup Servicer) (each, a “Servicer Termination Notice”), shall terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and under the 2023-1B SUBI Servicing Agreement. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause paragraph (ab) above for an additional period of five (5) Business Days after the applicable grace period or referred to under paragraph (e) or (f) above for a period of 10 fifteen (15) days or clause (b) or (c) above for a after the applicable grace period of 30 days will shall not constitute a Servicer Termination Event Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer, such delay or failure was caused by force majeure a Force Majeure Event and Servicer is in compliance with its business continuity and disaster preparedness plans. If, following the expiration of such incremental fifteen (15) day grace period in the case of a delay or other similar occurrencefailure of performance described in paragraph (e) or (f) above, the applicable delay or failure of performance remains outstanding but the Servicer continues to work diligently to remedy such delay or failure of performance, then, with the consent of the Administrative Agent in its sole discretion the grace period may be extended for a further thirty (30) days. The preceding sentences will not relieve the Servicer from compliance with its obligations pursuant to Section 7.03(g) hereunder or from otherwise using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Administrative Agent, the Securities Intermediary and the Backup Servicer with an Officer’s Certificate giving prompt notice of such failure or delay, together with a description of its efforts to perform its obligations.

Servicer Termination Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (ai) Any any failure by the Servicer to deposit into any the Collection Account any proceeds or any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five two Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerDays; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement Agreement, any other Servicer Basic Document or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith, other than any representation or warranty relating to a Receivable that has been purchased by the Servicer in accordance with the terms hereof, shall prove to be have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on period of 30 days after (A) the Issuer or the Noteholders and date of discovery of such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt (B) written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been received by the Servicer of written notice thereof from the Indenture Depositor, either Trustee or the Noteholders representing not less than 50holding at least 25% of the Outstanding Amounts Note Balance of the Notes; orControlling Class; (diii) The occurrence of an Insolvency Event with respect any failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, and the Seller the Servicer; provided’s Monthly Certificate by the applicable Determination Date, however, that a delay or which failure of performance referred to under clause (a) above continues unremedied for a period of 10 days five Business Days; (iv) any failure on the part of the Servicer duly to observe or clause (b) perform any other covenants or (c) above agreement of the Servicer set forth in this Agreement, which failure materially and adversely affects the rights of the Depositor or Noteholders and continues unremedied for a period of 30 days will not constitute after (A) the date of discovery of such failure by a Responsible Officer of the Servicer Termination or (B) written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been received by the Servicer from the Depositor, either Trustee or the Noteholders holding at least 25% of the Note Balance of the Controlling Class; or (v) an Insolvency Event if such delay or failure was caused by force majeure or other similar occurrenceshall occur with respect to the Servicer.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing on any day: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any Account failure by the Servicer to give instructions or notice to the Borrower, any proceeds Managing Agent and/or the Administrative Agent as required by this Agreement or payment to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be so delivered made or to direct given, as the Indenture Trustee to make the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerAgreement; (biii) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, Agreement or any other Transaction Document to which failure (i) materially and adversely affects the rights of the Securityholders and (ii) it is a party as Servicer that continues unremedied for a period of 60 fifteen (15) days after discovery the first to occur of such failure by a Responsible Officer of the Servicer or after (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any of Managing Agent or the Owner Trustee, Borrower and (ii) the Indenture Trustee date on which the Servicer becomes or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notesreasonably should have become aware thereof; (civ) If any representation representation, warranty or warranty of certification made by the Servicer, Servicer in its capacity as Servicer, made this Agreement or in any certificate delivered pursuant to this Agreement shall prove to be have been false or incorrect in any material respect as when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the time when first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been made and given to the incorrectness of such representation or warranty has a material adverse effect on Servicer by the Issuer Administrative Agent, any Managing Agent or the Noteholders Borrower and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Servicer Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of written notice thereof from such request; (ix) the Indenture Trustee rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the Noteholders representing occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not less than been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) of $205,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Outstanding Amounts Performance Guarantor after the Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Effective Date; provided that, in no event shall the minimum Net Worth be less than $205,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the Notes0000 Xxx) of at least 200% (or such higher percentage as may be set forth in Section 18 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(a)(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (dxvii) The occurrence of an Insolvency Event with respect the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Servicer; providedAdministrative Agent, howeversubstantially in the form of Exhibit G hereto, that a delay or failure at least 10 Business Days prior to the making of performance any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to under in clause (aA) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount. then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of 10 days or clause (b) or (c) above for a period the Administrative Agent, acting at the direction of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrencethe Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any one of the following shall constitute events (a “"Servicer Termination Event”") shall occur and be continuing on any day: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into any Account any proceeds on or payment before the date occurring two (2) Business Days after the date such payment, transfer or deposit is required to be so delivered made, or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received failure by the Servicer to give instructions or after discovery of notice to the Deal Agent as required by this Agreement or to deliver any Required Reports hereunder and such failure by a Responsible Officer of continues unremedied more than two (2) Business Days after notice thereof to the Servicer;. (bii) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, Agreement or any other Transaction Document which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 30 days after discovery the first to occur of such failure by a Responsible Officer of the Servicer or after (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, Deal Agent and (ii) the Indenture Trustee or Noteholders evidencing not less than 50% of date on which the Outstanding Amount of the Controlling Class of NotesServicer becomes aware thereof; (ciii) If any representation representation, warranty or warranty of certification made by the Servicer, Servicer in its capacity as Servicer, made this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, and which continues to be incorrect unremedied for a period of 30 days after the first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Deal Agent and (ii) the date on which the Servicer becomes aware thereof; (iv) the Servicer shall fail in any material respect as of to service the time when Loans in accordance with the same shall have been made Credit and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; orCollection Policies; (dv) The occurrence of an Insolvency Event shall occur with respect to the Servicer; providedor (vi) (x) the Servicer ceases to be a wholly-owned subsidiary of First International Bancorp., howeverInc., that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (cy) above for a period the Servicer's principal place of 30 days will not constitute a business and chief executive office ceases to be located in the United States, without the prior written consent of the Deal Agent, VFCC and the Required Investors. Notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event if such delay or failure was caused Events shall not have been remedied at the expiration of any applicable cure period, the Deal Agent, by force majeure or other similar occurrencewritten notice to the Servicer (a "Termination Notice"), may, subject to the provisions of Section 6.27, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement. The Seller shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the [Controlling Class Class][Notes] (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the Notes[Controlling Class][Notes]; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the [Controlling Class][Notes] (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Equipment, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes The occurrence or existence of this Agreement, the occurrence and continuance of any one or more of the following events or facts which is continuing and has not been remedied by the Servicer or the Backup Servicer within the time period specified if any, with respect to such events or facts shall constitute a “"Servicer Termination Event”": (a) Any failure by the Servicer fails to make any payment or deposit into any Account any proceeds or payment required to be so delivered or to direct made by it hereunder and such failure continues for two Business Days after the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery occurrence of such failure by a Responsible Officer of the Servicerfailure; (b) Failure any failure on the part of the Servicer to duly to perform or observe or perform, in any material respectterm, any covenants condition, covenant or agreements agreement of the Servicer set forth in this AgreementAgreement (other than Section 5.10(f)) or any document executed in connection herewith, other than such as are specifically referred to in paragraph (a) above, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 30 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which the Servicer receives written notice of such failure requiring thereof from the same to be remedied shall have been given to Trust specifying the Servicer by any of the Owner Trustee, the Indenture Trustee default or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notesbreach; (c) If any representation or warranty made by the Servicer (or any of its officers) in or pursuant to this Agreement, the ServicerPurchase Request, any Increase Request, any Servicer Report, any Portfolio Certificate or any document executed in its capacity as Servicer, made in this Agreement shall prove connection herewith or therewith proves to be have been false or incorrect in any material respect as of the time when the same shall have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 not been cured within 30 days after discovery written notice thereof by a Responsible Officer of the Servicer or receipt has been received by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; orTrust; (d) The occurrence the taking of possession by an encumbrancer (including a receiver, receiver manager or trustee) of any assets of the Servicer (other than solely to perfect a security interest therein), or the levying or enforcement or a distress or execution or any similar process against any part of the assets of the Servicer that remains unsatisfied for 30 days after the Servicer becoming aware thereof, which materially adversely affects the Servicer's ability to perform its obligations hereunder; (e) the issuance or levying of a writ of execution, attachment or similar process against all or a substantial portion of the property of the Servicer, the Backup Servicer or the Performance Guarantor, in connection with any judgment against the Servicer, the Backup Servicer or the Performance Guarantor in any amount that materially affects the property of the Servicer, the Backup Servicer or the Performance Guarantor if such writ of execution, attachment or similar process shall not have been stayed or dismissed after 45 days; (f) any failure on the part of the Servicer to duly perform or observe the terms of Section 5.10(f); (g) any of the Servicer, AFC or the Performance Guarantor shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceedings shall be instituted by or against the Servicer or the Performance Guarantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding-up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking the entry of an Insolvency Event with respect to order for relief by the Servicer; providedappointment of a receiver, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure trustee or other similar occurrenceofficial for it or for any substantial part of its property and, if such proceeding has been instituted against the Servicer or the Performance Guarantor, as the case may be, either such proceeding has not been stayed or dismissed within 45 days or any of the actions sought in such proceeding (including the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official) are granted, or the Servicer or the Performance Guarantor take any corporate action to authorize any of the actions described in this Section 5.11(g); and (h) the filing by the Servicer, AFC or the Performance Guarantor of a notice of intention to make a proposal under the Bankruptcy and Insolvency Act, the Companies' Creditors Arrangement Act or any other similar legislation in the applicable jurisdiction, to some or all of its creditors.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing: (a) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement or any Account other Transaction Document, other than any proceeds such failure resulting from an administrative or payment technical error of the Servicer in the amount so paid, transferred or deposited; provided that within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously paid, transferred or deposited by the Servicer was less than the amount required to be so delivered paid, transferred or deposited by the Servicer, the Servicer pays, transfers or deposits the amount of such shortfall; (b) any failure by the Servicer to give instructions or notice to the Deal Agent as required by this Agreement or any other Transaction Document, or to direct deliver any required Monthly Report or other required reports hereunder on or before the Indenture Trustee date occurring two (2) Business Days after the date such instruction, notice or report is required to make be made or given, as the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by or the Servicer or after discovery of such failure by a Responsible Officer of the Servicerrelevant Transaction Document; (bc) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this AgreementAgreement or the other Transaction Documents (other than as set forth in clauses (a) or (b) above) to which the Servicer is a party, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 10 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence any material representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made, which continues unremedied for more than thirty (30) days (or a longer period, not in excess of sixty (60) days, as may be reasonably necessary to remedy such default, if the default is capable of remedy within sixty (60) days or less and the Servicer delivers an Officer’s Certificate to the Deal Agent to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default); (e) an Insolvency Event shall occur with respect to the Servicer; provided; (f) Reserved; (g) any financial information related to the Collateral reasonably requested by the Deal Agent, howeverthe Collateral Agent or the Lender as provided herein is not reasonably provided as requested; (h) the rendering against the Servicer of one or more final judgments, that a delay decrees or failure orders for the payment of performance referred to under clause (a) above money in excess of United States $15,000,000 in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for a any period of 10 more than sixty (60) consecutive days without a stay of execution; (i) the Servicer shall fail to pay any principal of or clause premium or interest on any indebtedness in an aggregate outstanding principal amount of $15,000,000 or more (b“Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt; or any other default under any agreement or instrument relating to any Material Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Material Debt; or any such Material Debt shall be declared to be due and payable or required to be prepaid (cother than by a regularly scheduled required prepayment) above for prior to the stated maturity thereof; (j) any change in the control of the Servicer that takes the form of either a period merger or consolidation in which the Servicer is not the surviving entity; (k) a Material Adverse Effect shall have occurred; (l) a Termination Event shall have occurred and such Termination Event has not been waived by the Deal Agent; or (m) the occurrence of 30 days will not constitute the thirtieth (30th) day after the end of the fiscal quarter in which a breach of any covenant set forth in Sections 7.5, 7.6 and 7.7 of the Credit Agreement shall occur unless prior to such date, such breach is cured or waived by the Deal Agent in the Deal Agent’s sole discretion; then notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event if such delay shall not have been remedied, within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Deal Agent may, or failure was caused at the direction of the Lender shall, by force majeure or other similar occurrencewritten notice to the Servicer (a “Servicer Termination Notice”), terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute a “Servicer Termination Event”” hereunder: (a) Any the occurrence of a Level III Trigger Event; (b) any failure by the Servicer to deposit into (i) deliver any Account Collections or (ii) make any proceeds payment, transfer or payment deposit, in each case as required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of by this Agreement that continues or any other Servicer Basic Document and, in each case, which failure shall continue unremedied for a period two (2) Business Days after (A) receipt of five Business days after written notice is received of such failure by the Servicer from the Administrative Agent, any Agent, any Lender or after the Securities Intermediary or (B) discovery of such failure by a Responsible Officer of the Servicer; (bc) Failure on the part of any failure by the Servicer duly to observe deliver to the Administrative Agent, each Agent, each Lender or perform, in any material respect, any covenants or agreements of the Backup Servicer set forth in this Agreement, which failure a Monthly Report and a Monthly Loan Tape when required that shall continue unremedied for two (2) Business Days after (i) materially and adversely affects receipt of written notice of such failure by the rights of Servicer from the Securityholders and Administrative Agent, any Agent, any Lender or the Backup Servicer or (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer; (d) any merger or consolidation of the Servicer in breach of Section 7.15; (e) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in any Servicer Basic Document, which failure shall remain unremedied for 30 days after the date on which earlier of (i) receipt of written notice of such failure requiring the same to be remedied shall have been given to by the Servicer by from the Administrative Agent, any of Agent, any Lender or the Owner Trustee, the Indenture Trustee Backup Servicer or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (cii) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness discovery of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer Servicer; (f) any representation, warranty or receipt certification made by the Servicer in any Servicer Basic Document or in any other certificate, information or report delivered pursuant to any Servicer Basic Document shall prove to have been false or incorrect in any material respect when made or deemed made or delivered, and which remains unremedied for 30 days after the earlier of (i) receipt of written notice thereof of such failure by the Servicer from the Indenture Trustee Administrative Agent, any Agent, any Lender or the Noteholders representing not less than 50% Backup Servicer or (ii) discovery of such failure by a Responsible Officer of the Outstanding Amounts of the Notes; orServicer; (dg) The occurrence of an Insolvency Event shall occur with respect to the Servicer; (h) an Event of Default shall have occurred and shall not have been waived; (i) any failure by the Servicer to observe any covenant, condition or agreement under Section 6.05(h); providedor (j) any Subservicer fails to maintain all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business with respect to the servicing of consumer loans (including the Receivables) requires such qualification, howeverlicenses or approvals, that and which remains unremedied for thirty (30) days after the receipt of written notice of such failure by any Governmental Authority. During the continuance of any of the foregoing, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Administrative Agent and the Required Lenders, the Administrative Agent acting at the direction of the Required Lenders, by written notice to the Servicer (with a copy to each Agent, Hedge Counterparty, the Securities Intermediary and the Backup Servicer) (each, a “Servicer Termination Notice”), shall terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and under the 2023-1A SUBI Servicing Agreement. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause paragraph (ab) above for an additional period of five (5) Business Days after the applicable grace period or referred to under paragraph (e) or (f) above for a period of 10 fifteen (15) days or clause (b) or (c) above for a after the applicable grace period of 30 days will shall not constitute a Servicer Termination Event Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer, such delay or failure was caused by force majeure a Force Majeure Event and Servicer is in compliance with its business continuity and disaster preparedness plans. If, following the expiration of such incremental fifteen (15) day grace period in the case of a delay or other similar occurrencefailure of performance described in paragraph (e) or (f) above, the applicable delay or failure of performance remains outstanding but the Servicer continues to work diligently to remedy such delay or failure of performance, then, with the consent of the Administrative Agent in its sole discretion the grace period may be extended for a further thirty (30) days. The preceding sentences will not relieve the Servicer from compliance with its obligations pursuant to Section 7.03(g) hereunder or from otherwise using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Administrative Agent, the Securities Intermediary and the Backup Servicer with an Officer’s Certificate giving prompt notice of such failure or delay, together with a description of its efforts to perform its obligations.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing with respect to any Servicer: (a) Any any failure by the any Servicer to make any payment, transfer or deposit into any Account any proceeds on or payment before the date occurring five Business Days after the date such payment, transfer or deposit is required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by Agreement, any Series Supplement or the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;Master Servicing Agreement; or (b) Failure failure on the part of the any Servicer duly to observe or perform, perform in any material respect, respect any covenants or material agreements of the such Servicer set forth in this Agreement, any Series Supplement or the Master Servicing Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery the date on which written notice of such failure failure, requiring the same to be remedied, shall have been given to such Servicer by a Responsible Officer the Trustee, or to such Servicer and the Trustee by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Class Invested Amount of any Class of any Series materially adversely affected thereby; or (c) any representation, warranty or certification made by any Servicer in this Agreement, any Series Supplement, the Master Servicing Agreement or in any certificate delivered pursuant to this Agreement, any Series Supplement or the Master Servicing Agreement shall prove to have been incorrect when made, which has a material adverse effect on the rights of the Certificateholders of any Class of any Series and which continues to be incorrect in any material respect for a period of 60 days after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the such Servicer by any of the Owner Trustee, or to such Servicer and the Indenture Trustee or Noteholders by the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 5025% of the Outstanding Class Invested Amount of the Controlling any Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesSeries materially adversely affected thereby; or (d) The occurrence of an Insolvency Event with respect any Servicer that is not subject to the Servicer; providedbankruptcy laws of the United States of America shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, howeverreadjustment of debt, that marshalling of assets and liabilities or similar proceedings of or relating to such Servicer or of or relating to all or substantially all of its property, or a delay decree or failure order of performance referred to under clause (a) above a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or the winding-up or liquidation of its affairs, shall have been entered against any Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 10 days 120 days; or clause any Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; or (be) any Servicer that is subject to the bankruptcy laws of the United States of America shall file a petition commencing a voluntary case under any chapter of the federal bankruptcy laws; or any such Servicer shall file a petition or answer or consent seeking reorganization, arrangement, adjustment or composition under any other similar applicable federal law, or shall consent to the filing of any such petition, answer or consent; or any such Servicer shall appoint, or consent to the appointment of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other similar official in bankruptcy or insolvency of it or of any substantial part of its property; or shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due; or (cf) above any order for relief against any Servicer that is subject to the bankruptcy laws of the United States of America shall have been entered by a court having jurisdiction in the premises under any chapter of the federal bankruptcy laws, and such order shall have continued undischarged or unstayed for a period of 30 days will not constitute 120 days; or a decree or order by a court having jurisdiction in the premises shall have been entered approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of any such Servicer under any other similar applicable federal law, and such decree or order shall have continued undischarged or unstayed for a period of 120 days; or a decree or order of a court having jurisdiction in the premises for the appointment of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or other similar official in bankruptcy or insolvency of any such Servicer, or of any substantial part of the property of any such Servicer, or for the winding up or liquidation of its affairs, shall have been entered, and such decree or order shall have remained in force undischarged or unstayed for a period of 120 days; then, in the event of any Servicer Termination Event, so long as the Servicer Termination Event shall not have been remedied, either the Trustee, or the Holders of Investor Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Class Invested Amount of any Class materially adversely affected thereby, by notice then given in writing to the Master Servicer and to the Servicer to which any such Servicer Termination Event relates (and to the Trustee if given by the Investor Certificateholders) (a “Termination Notice”), may terminate all of the rights and obligations of such delay Servicer under this Agreement, any Series Supplements then outstanding and the Master Servicing Agreement. After receipt by such Servicer of such Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Trustee pursuant to Section 10.03 with respect to such Servicer, all authority and power of such Servicer under this Agreement, any Series Supplements then outstanding and the Master Servicing Agreement shall pass to and be vested in such Successor Servicer; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure was caused of such Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. Such Servicer agrees to cooperate with the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of such Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of such Servicer to service such Servicer’s Receivables (and receivables in Charged-Off Accounts) provided for under this Agreement, including, without limitation, all authority over all Collections which shall on the date of transfer be held by force majeure such Servicer for deposit, or which have been deposited by such Servicer in any Investor Account, or which shall thereafter be received with respect to such Receivables (or receivables in Charged-Off Accounts), and in assisting the Successor Servicer. The terminated Servicer shall promptly make available its electronic records relating to the Receivables (and receivables in Charged-Off Accounts) and Interchange to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly make available to the Successor Servicer all other similar occurrencerecords, correspondence and documents necessary for the continued servicing of the Receivables (and receivables in Charged-Off Accounts) and the determining and reporting of Interchange in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 10.02 shall require the terminated Servicer to disclose to the Successor Servicer information of any kind which such Servicer reasonably deems to be confidential, such Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as such Servicer shall deem necessary to protect its interest.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any one or more of the following shall constitute a events (“Servicer Termination Event”) shall occur and be continuing: (ai) Any any failure by the Servicer to deliver or cause to be delivered to the Indenture Trustee or the Owner Trustee for deposit into any the Collection Account any proceeds or payment required to be so delivered or to direct by the Indenture Trustee to make the required payment from any Account Servicer under the terms of this Agreement that continues shall continue unremedied for a period of five ten (10) Business days Days after written notice of such failure is received (1) by the Servicer from the Issuer or after discovery the Indenture Trustee or (2) by the Issuer, the Indenture Trustee and the Servicer from the Noteholders of such failure by Notes evidencing not less than a Responsible Officer majority of the Servicer;Outstanding Note Balance of the Controlling Class or, if no Notes are Outstanding, from the Majority Certificateholders; or (bii) Failure failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of agreements, as the Servicer case may be, set forth in this AgreementAgreement (other than Section 3.14), which failure shall (iA) materially and adversely affects affect the rights of the Securityholders Noteholders or Certificateholders and (iiB) continues continue unremedied for a period of 60 ninety (90) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer by any of the Owner TrusteeIssuer or the Indenture Trustee or (2) to the Issuer, the Indenture Trustee or and the Servicer by the Noteholders of Notes evidencing not less than 50% a majority of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Serviceror, in its capacity as Servicerif no Notes are Outstanding, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesMajority Certificateholders; or (diii) The occurrence of an Insolvency Event with respect to the ServicerServicer suffers a Bankruptcy Event; provided, however, that if a delay in or failure of performance referred to under clause clauses (a) above for a period of 10 days or clause (bi) or (cii) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or similar occurrence the grace period in the applicable clause will be extended for an additional thirty days; provided, further, the existence or occurrence of any “material instance of noncompliance” (within the meaning of Item 1122 of Regulation AB) shall not create any presumption that any event in clauses (i) or (ii) above has occurred; then, so long as a Servicer Termination Event shall not have been remedied, either the Indenture Trustee or the holders of Notes evidencing not less than a majority of the principal amount of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Majority Certificateholders), by notice then given in writing to the Servicer (and to the Indenture Trustee and the Issuer if given by the Noteholders and to the Issuer if given by the Certificateholders) may terminate all of the rights and obligations 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 or the Trust Estate or otherwise, shall pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 6.2; and, without limitation, the Indenture Trustee and the 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 similar occurrenceinstruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. (b) Upon termination of the Servicer under Section 6.1(a), the predecessor Servicer shall cooperate with the Indenture Trustee, the Issuer and such successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including the transfer to the Indenture Trustee or such successor Servicer for administration of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery of the Receivable Files and the related accounts and Records to the extent maintained by the Servicer. 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 6.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Servicer to deposit into deliver to the Indenture Trustee the Investor Report for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of two Business Days following the date such Investor Report was required to be so delivered and the related Payment Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due or, in the case of a payment or deposit to be made no later than a Payment Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerPayment Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Owner TrusteeDepositor or either Trustee or (ii) to the Depositor, the Indenture Trustee or Noteholders Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class Notes (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 period of 30 days after discovery thereof by a Responsible Officer the date on which written notice of such circumstance or condition, requiring the same to be eliminated or cured, shall have been given (i) to the Servicer or receipt by the Servicer of written notice thereof from the Indenture Depositor or either Trustee or (ii) to the Noteholders representing Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amounts Note Balance of the Notes; or (d) The occurrence of an Insolvency Event occurs with respect to the Servicer. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Holders of Notes evidencing not less than 51% of the Note Balance of the Notes (or holders of Certificates representing not less than 51% of the aggregate Certificate Percentage Interests if the Notes are no longer Outstanding), in each case by providing a Servicer Termination Notice to the Depositor, the Owner Trustee, the Servicer and the Asset Representations Reviewer (and to the Indenture Trustee if given by the Noteholders) may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event Notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Equipment, or otherwise. The outgoing Servicer shall cooperate with the Trustees and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require, and the Successor Servicer shall not be liable for any losses, claims, damages or expenses to the extent that it cannot perform its obligations hereunder due to the failure of the predecessor Servicer to so deliver. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (or by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) upon presentation of reasonable documentation of such delay costs and expenses. The Trustees shall have no obligation to notify any Securityholder or failure was caused by force majeure or any other similar occurrencePerson of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period specified in this Section.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a events (“Servicer Termination EventEvents”) shall occur and be continuing: (a) Any failure by the Servicer to deposit into any in the Collection Account any proceeds or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that which continues unremedied for a period of five (5) Business days Days after the date upon which written notice is received by the Servicer or after discovery of such failure shall have been given to the Servicer by a Responsible Officer of the Indenture Trustee, the Administrator or the Depositor, or to the Servicer;, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; or (b) Failure Any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Notes or in this AgreementAgreement (including covenants in Section 2.03, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing Depositor, or to the Servicer, the Depositor and the Indenture Trustee by the Majority Noteholder; provided, however, that such 60-day cure period shall not less than 50% apply to any failure to comply with the requirements set forth in Section 3.10, Section 6.02 (with respect to notice to the Depositor) or Section 6.04 (with respect to notice to the Depositor), and the grace period for any such failure shall not exceed the lesser of 10 calendar days or such period in which the Outstanding Amounts applicable report under the Exchange Act can be filed (without taking into account any extensions); or (c) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the Notespremises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The occurrence consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Servicer Termination Event with respect shall not have been remedied by the Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority Noteholder, the Indenture Trustee shall, by notice then given in writing to the Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Servicer as servicer under this Agreement; provided, however, that in the event of a Servicer Termination Event related to a failure to comply with an Exchange Act Filing Obligation, the Servicer may only be terminated at the direction of the Depositor; and provided further, that the responsibilities and duties of the initial Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Servicer shall also be given to each Rating Agency. On or after the receipt by the Servicer of such written notice, all authority and power of, and all benefits accruing to, the Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Servicer has been appointed under Section 7.02, such successor Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other 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 each Home Equity Loan and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Servicer in the Collection Account or thereafter received by the terminated Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (aSection 7.01(a) above for a period of 10 days five (5) Business Days or clause (bunder Section 7.01(b) or (c) above for a period of 30 days will sixty (60) days, shall not constitute a Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by force majeure an act of God, acts of declared or other undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Servicer Termination Events.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any (a) Each of the following shall constitute a “Servicer Termination Event”: (ai) Any any failure by the Servicer to deposit into remit to the Purchaser (x) any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement made on a Remittance Date that continues unremedied for a period of five one (1) Business days Day after written notice is received by the Servicer date upon which such payment was due or (y) any payment required to be made under the terms of this Agreement (other than any payment to be made on a Remittance Date) that continues unremedied for a period of three (3) Business Days after discovery of the date upon which such payment was due; or (ii) failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other of the covenants or agreements on the part of the Servicer Bank set forth in this Agreement, Agreement which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 thirty (30) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Bank, by the Master Servicer; or (iii) failure by the Servicer by to maintain its license to do business in any jurisdiction where the Servicer is required to be licensed in connection with the servicing of the Owner TrusteeReceivables or the performance of its other obligations under this Agreement, which continues unremedied for a period of thirty (30) days after the Indenture Trustee or Noteholders evidencing not less than 50% date on which written notice of such failure, requiring the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove same to be incorrect in any material respect as of the time when the same remedied, shall have been made and given to the incorrectness Bank, by the Master Servicer; or (iv) any change in the business, assets, operations, prospects or condition, financial or otherwise, of such representation or warranty the Bank that has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer ability of the Servicer or receipt by the Servicer Bank to perform any of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notesits obligations under this Agreement; or (dv) The occurrence the long-term unsecured debt rating of an Insolvency Event with respect the Bank is withdrawn or reduced to the Servicer"Baa2" by Moody's, "BBB" by Standard & Poor's or "BBB" by Fitch; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.or

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a events (“Servicer Termination EventEvents”) shall occur and be continuing: (a) Any failure by the Servicer to deposit into any in the Collection Account any proceeds or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that which continues unremedied for a period of five (5) Business days Days after the date upon which written notice is received by the Servicer or after discovery of such failure shall have been given to the Servicer by a Responsible Officer of the Indenture Trustee, the Administrator or the Depositor, or to the Servicer;, the Depositor, the Indenture Trustee and the Administrator by the Majority Noteholder; or (b) Failure Any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Notes or in this AgreementAgreement (including covenants in Section 2.03), which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% Depositor, or to the Servicer, the Depositor and the Indenture Trustee by the Majority Noteholder; or (c) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the Outstanding Amounts premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the Noteswinding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The occurrence consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Servicer Termination Event with respect shall not have been remedied by the Servicer, either the Indenture Trustee or the Depositor may, and at the direction of the Majority Noteholder, the Indenture Trustee shall, by notice then given in writing to the Servicer, the Depositor and the Indenture Trustee, as applicable, terminate all of the rights and obligations of the Servicer as servicer under this Agreement; provided, however, that in the event of a Servicer Termination Event related to a failure to comply with an Section 3.10, the Servicer may only be terminated at the direction of the Depositor; and provided further, that the responsibilities and duties of the initial Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Servicer shall also be given to each Rating Agency. On or after the receipt by the Servicer of such written notice, all authority and power of, and all benefits accruing to, the Servicer under this Agreement, whether with respect to the Notes or the Home Equity Loans or otherwise, shall pass to and be vested in the Indenture Trustee or, if a successor Servicer has been appointed under Section 7.02, such successor Servicer pursuant to and under this Section 7.01; and, without limitation, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other 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 each Home Equity Loan and related documents, or otherwise. The Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Indenture Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Servicer in the Collection Account or thereafter received by the terminated Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trust if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (aSection 7.01(a) above for a period of 10 days five (5) Business Days or clause (bunder Section 7.01(b) or (c) above for a period of 30 days will sixty (60) days, shall not constitute a Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by force majeure an act of God, acts of declared or other undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Indenture Trustee, the Depositor and the Noteholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer shall immediately notify the Indenture Trustee and each Rating Agency in writing of any Servicer Termination Events.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the The following shall constitute events will each be a “Servicer Termination Event”: (ai) Any failure by (x) the Servicer fails to deposit into deposit, or deliver to the Owner Trustee or the Indenture Trustee for deposit, any Account any proceeds or payment Collections required to be delivered under this Agreement; (y) so delivered long as Cellco is the Servicer, the Marketing Agent fails to deposit, or to direct cause the related Originators to deposit, into the Collection Account any Upgrade Payments required to be delivered under this Agreement, or (z) so long as Cellco is the Servicer, the Parent Support Provider fails to make any payments with respect to the items set forth in clause (x) or clause (y) above, to the extent the Servicer, or the Marketing Agent or any related Originator, respectively, fails to do so, and, in each case, which such failure continues for five (5) Business Days after the Servicer, the Marketing Agent or the Parent Support Provider, as applicable, receives written notice of the failure from the Owner Trustee or the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer Trustee, or after discovery of such failure by a Responsible Officer Person of the Servicer;, the Marketing Agent or the Parent Support Provider, as applicable, obtains actual knowledge of the failure; or (bii) Failure on the part of the Servicer duly (including in its capacity as Custodian) fails to observe or performto perform any obligation under this Agreement, in any material respect, any covenants or agreements of the Servicer other than as set forth in this Agreementclause (i) or (iii), which failure has a material adverse effect on the Noteholders and continues for ninety (i90) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which receives written notice of such the failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50% of at least a majority of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect so long as Cellco is the Servicer, the failure by (x) the Marketing Agent to make, or to cause the related Originators to make, (i) any payments required to be paid by the Marketing Agent, including without limitation Credit Payments or (ii) payments relating to the Servicer; providedacquisition by the Marketing Agent or the related Originators of Receivables that are subject to certain transfers, howeverbut not including Upgrade Payments, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.or

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any one of the following events shall constitute a "Servicer Termination Event": (i) any failure by the Servicer to deposit into deliver to Trustee a Servicer's Report for any Collection Period, which failure shall continue beyond the related Deposit Date; (ii) any failure by Servicer (or, for so long as Servicer is an Affiliate of Seller, Seller) to deliver to any Account or the Reserve Account any proceeds payment or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account paid under the terms of the Certificates and this Agreement that continues Agreement, or to direct Trustee to make any required distribution from any Account or the Reserve Account, which failure shall continue unremedied for a period of five Business days Days after written notice is received from the Trustee by the Servicer or after discovery of such failure by Servicer (or, in the case of a Responsible Officer of payment or deposit to be made no later than a Deposit Date immediately preceding a Distribution Date, the Servicerfailure to make such payment or deposit by such Distribution Date); (biii) Failure any failure on the part of the Servicer (or, for so long as Servicer is an Affiliate of Seller, Seller) duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure shall (iA) materially and adversely affects affect the rights of Holders (which determination shall be made without regard to whether funds are available to the Securityholders Holders pursuant to the Reserve Account) and (iiB) continues continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer (or, for so long as Servicer is an affiliate of Seller, Seller) by Trustee, or (2) to Trustee and Servicer by any the Holders of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders Certificates representing not less than 5025% of the Outstanding Amounts outstanding principal amount of the NotesCertificates (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 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); (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for Servicer, Seller, any Seller Affiliate, or any of their respective successors, in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 consecutive days; or (dv) The the consent by Servicer, Seller, any Seller Affiliate, or any of their respective successors, to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings of or relating to such Person or relating to substantially all of its property, the admission in writing by such Person of its inability to pay its debts generally as they become due, the filing by such Person of a petition to take advantage of any applicable bankruptcy, receivership, conservatorship, insolvency or similar statute, the making by such Person of an assignment for the benefit of its creditors or the voluntary suspension by such Person of payment of its obligations. Upon the occurrence of an Insolvency any Servicer Termination Event, and so long as a Servicer Termination Event shall not have been remedied, either Trustee, or the Majority Holders, by notice then given in writing to Servicer, may terminate all of the rights and obligations of Servicer (other than the obligations set forth in Section 7.2) 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 Certificates or the Trust Property or otherwise, shall pass to and be vested in Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee shall be authorized and empowered to execute and deliver, on behalf of Servicer; provided, howeveras 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 Receivable Files or the Physical Damage Insurance Policies, the certificates of title to the Financed Vehicles, or otherwise. Servicer shall cooperate with Trustee or any successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to Trustee or any successor Servicer for administration of all cash amounts that are at the time held by Servicer for deposit, shall have been deposited by Servicer in the Collection Account, or thereafter shall be received with respect to a delay Receivable, all Receivable Files and all information or failure documents that Trustee or such successor Servicer may require. In addition, Servicer shall 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 transfer to the successor Servicer all other records, correspondence and documents necessary for the continued servicing of performance referred to under clause (a) above for a period the Receivables in the manner and at such times as the successor Servicer shall reasonably request. All reasonable out-of-pocket costs and expenses incurred by the successor Servicer in connection with the transfer of 10 days or clause servicing shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (b) or (c) above for a period If any of 30 days will not constitute a the foregoing Servicer Termination Event if Events occur, Trustee shall have no obligation to notify Holders or any other Person of such delay or failure was caused by force majeure or other similar occurrenceoccurrence prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute a “Servicer Termination Event”” hereunder: (a) Any The occurrence of a Level III Trigger Event; (b) any failure by the Servicer or any Subservicer to (i) deliver any Collections or (ii) make any payment, transfer or deposit, in each case as required by this Agreement or any other Servicer Basic Document and, in each case, which failure shall continue unremedied for three (3) Business Days after (A) receipt of written notice of such failure by the Servicer from the Collateral Agent, the Administrative Agent, any Agent, any Lender or the Paying Agent or (ii) discovery of such failure by a Responsible Officer of the Servicer or such Subservicer; (c) any failure by the Servicer to deposit into any Account any proceeds deliver to the Administrative Agent, the Collateral Agent, each Agent, each Lender, the Image File Custodian or payment the Backup Servicer a Monthly Report and a Monthly Loan Tape when required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues shall continue unremedied for a period three (3) Business Days after (i) receipt of five Business days after written notice is received of such failure by the Servicer from the Borrower, the Borrower Loan Trustee, the Collateral Agent, the Administrative Agent, any Agent, any Lender, the Image File Custodian or after the Backup Servicer or (ii) discovery of such failure by a Responsible Officer of the Servicer; (bd) Failure on the part any merger or consolidation of the Servicer in breach of Section 7.14; (e) any failure by the Servicer or any Subservicer duly to observe or perform, perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer or such Subservicer, as applicable, set forth in this Agreementany Servicer Basic Document, which failure shall remain unremedied for thirty (30) days after the earlier of (i) materially and adversely affects receipt of written notice of such failure by the rights of Servicer from the Securityholders and Collateral Agent, the Administrative Agent, any Agent, any Lender, the Image File Custodian or the Backup Servicer or (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or such Subservicer, as applicable; it being understood that any repurchase of a Receivable by the Servicer pursuant to Section 5.06 shall be deemed to remedy any breach of any covenant or agreement with respect to such Receivable; (f) any representation, warranty or certification made by the Servicer or any Subservicer in any Servicer Basic Document or in any other certificate, information or report delivered pursuant to any Servicer Basic Document shall prove to have been false or incorrect in any material respect when made or deemed made or delivered, which failure remains unremedied for thirty (30) days after the date on which earlier of (i) receipt of written notice of such failure requiring the same to be remedied shall have been given to by the Servicer by any of from the Owner Borrower, the Borrower Loan Trustee, the Indenture Trustee Collateral Agent, Administrative Agent, any Agent, any Lender, the Image File Custodian or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; Backup Servicer or (cii) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness discovery of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt such Subservicer; it being understood that any repurchase of a Receivable by the Servicer of written notice thereof from pursuant to Section 5.06 shall be deemed to remedy any incorrect representation or warranty with respect to such Receivable; (g) an Insolvency Event shall occur with respect to the Indenture Trustee Servicer or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notesany Subservicer; or (dh) The occurrence an Event of an Insolvency Event with respect Default shall have occurred and shall not have been waived. During the continuance of any of the foregoing, notwithstanding anything herein to the Servicer; providedcontrary, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a so long as any such Servicer Termination Event if shall not have been remedied within any applicable cure period or waived in writing by the Administrative Agent and the Required Lenders, the Administrative Agent acting at the direction of the Required Lenders, by written notice to the Servicer (with a copy to each Agent, the Image File Custodian, the Collateral Agent, the Paying Agent and the Backup Servicer) (each, a “Servicer Termination Notice”), shall terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and direct any applicable party to terminate any power of attorney granted to the Servicer or any Subservicer and direct such delay party to execute a new power of attorney to the Administrative Agent or failure was caused by force majeure or other similar occurrenceits designee.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “"Servicer Termination Event”:"): (a) Any any failure by the Servicer to deposit into deliver to the Owner Trustee or the Indenture Trustee the Servicer's Certificate for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of three Business Days following the date such Servicer's Certificate was required to be so delivered and the related Deposit Date, or to direct any failure by the Indenture Trustee Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due and, in the case of a payment or deposit to be made no later than a Distribution Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerDistribution Date or Deposit Date, as applicable; (b) Failure on the part of any failure by the Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Servicer by any of the Depositor, the Owner Trustee, Trustee or the Indenture Trustee or Noteholders (ii) to the Depositor, the Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect period of 30 days after the date on which written notice of such circumstance or condition, requiring the Issuer same to be eliminated or cured, shall have been given (i) to the Servicer by the Depositor, the Owner Trustee or the Noteholders Indenture Trustee or (ii) to the Depositor, the Servicer and such failure continues unremedied for 90 days after discovery thereof the Trustees by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; (d) the entry of a decree or order by a Responsible Officer court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Servicer in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding up or liquidation of its affairs, which decree or order continues unstayed and in effect for a period of 60 consecutive days; or (e) the consent by the Servicer to the appointment of a conservator, receiver, liquidator or trustee in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Servicer or receipt relating to substantially all of its property, the admission in writing by the Servicer of written notice thereof from its inability to pay its debts generally as they become due, the filing by the Servicer of a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Servicer of payment of its obligations. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Noteholders representing Holders of Notes evidencing not less than 5051% of the Outstanding Amounts Note Balance of the Notes; or (d) The occurrence of an Insolvency Event with respect Controlling Class, in each case by notice then given in writing to the ServicerDepositor, the Owner Trustee and the Servicer (and to the Trustees if given by the Noteholders) (each, a "Servicer Termination Notice") may terminate all the rights and obligations of the Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Servicer of performance referred such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under clause Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the outgoing Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Servicer for deposit, or have been deposited by the outgoing Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Servicer may require. In addition, the Servicer shall transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Servicer (aor by the initial Servicer if the outgoing Servicer is the Indenture Trustee acting on an interim basis) above for a upon presentation of reasonable documentation of such costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or any other Person of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrencespecified in this Section.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing on any day: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement and, except with respect to payments, transfers or deposits required in connection with the occurrence of the Legal Final Maturity Date, such failure shall have continued without cure for a period of two Business Days; or (ii) any Account failure by the Servicer to give instructions or notice to the Borrower, any proceeds Lender or payment Managing Agent and/or the Facility Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring three Business Days after the date such instructions, notice or report is required to be so delivered made or to direct given, as the Indenture Trustee to make the required payment from any Account case may be, under the terms of this Agreement that Agreement; or (iii) any representation or warranty made or deemed made by the Servicer hereunder or under any other Transaction Document to which it is a party shall prove to be incorrect in any material respect as of the time when the same shall have been made and, in each case if such incorrectness is reasonably able to be remedied, when such incorrectness continues unremedied for a period of five Business more than fifteen (15) days after the first to occur of (i) the date on which written notice is received of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Borrower, the Facility Agent, any Lender or Managing Agent or the Collateral Custodian and (ii) the date on which the Servicer or after discovery of such failure by a Responsible Officer of the Servicer;becomes aware thereof; or (biv) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this AgreementAgreement or any other Transaction Document, other than those expressly addressed in another clause of this Section 7.18, to which it is a party as Servicer and, in each case if such failure is reasonably able to be remedied, when such failure continues unremedied for more than fifteen (15) days after the first to occur of (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Borrower, the Facility Agent, any Managing Agent or Lender or the Collateral Custodian and (ii) the date on which the Servicer becomes aware thereof; or (v) the Servicer shall fail to service the Transferred Loans in accordance with the Management Manual; or (vi) the occurrence of any Event of Default or Optional Redemption Event; or (vii) an Insolvency Event shall occur with respect to the Servicer or the Subservicer; or (viii) the Servicer agrees or consents to, or otherwise permits to occur, any amendment, modification, change, supplement or revision of or to the Management Manual in whole or in part that could have a material adverse effect upon the Transferred Loans or interest of any Lender, without the prior written consent of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes;Facility Agent; or (cix) If the Servicer or Subservicer shall be in (A) default in the payment of any representation Indebtedness in an individual or warranty aggregate principal amount (or having a facility amount) in excess of (1) in the case of the Servicer, $10,000,000 or (2) in the case of the Subservicer, $1,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (B) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice if required, any such Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its capacity as stated maturity, or to cause the termination of any related lending commitment prior to the stated termination date thereof (any applicable grace period having expired); or (x) (A) a (x) final judgment for the payment of money in excess of (1) in the case of the Servicer, made $10,000,000 or (2) in this Agreement shall prove to be incorrect in any material respect as the case of the time when Subservicer, $1,000,000 (individually or in the same aggregate) or (y) final non-appealable judgment for the payment of money in excess of $2,500,000 individually shall have been made and rendered against the incorrectness of such representation or warranty has a material adverse effect on the Issuer Servicer or the Noteholders Subservicer by a court of competent jurisdiction, and such failure continues unremedied judgment, decree or order shall continue unsatisfied and in effect for 90 any period of 30 consecutive days after discovery thereof without a stay of execution, or (B) the Servicer or Subservicer shall have made payments of amounts in excess of (1) in the case of the Servicer, $10,000,000 or (2) in the case of the Subservicer, $1,000,000 in settlement of any litigation, provided that any judgment rendered against the Subservicer shall be deemed a judgment rendered against the Servicer for purposes of this paragraph (x) if the Servicer shall satisfy such judgment from its own funds by a Responsible Officer reason of an indemnification obligation; or (xi) the Tangible Net Worth of the Servicer at the end of any of the Servicer’s fiscal quarters shall be less than the Minimum Tangible Net Worth; or (xii) the sum of (a) Servicer’s consolidated net investment income (as set forth in the quarterly and annual financial statements of the Servicer delivered pursuant to Section 7.11(e)) plus (b) any realized gains minus (c) any realized losses for each of three consecutive fiscal quarters of the Servicer is less than zero; or (xiii) any Material Adverse Change occurs in the financial condition of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesSubservicer; or (dxiv) The occurrence any Change-in-Control of an Insolvency Event with respect the initial Servicer or the Subservicer occurs without the prior written consent of the Borrower and the Facility Agent; or (xv) the Advisory Agreement shall be terminated, whether by action of either party thereto, by operation of law or by reason of its failure to be renewed, or otherwise the Advisory Agreement shall cease to be in full force and effect; or the Advisory Agreement shall have been amended or otherwise modified, without the prior written consent of the Facility Agent, in a manner that might (in the reasonable judgment of the Facility Agent) have a Material Adverse Effect; or PCM shall cease to be the adviser under the Advisory Agreement; then, notwithstanding anything herein to the Servicer; providedcontrary, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a so long as any such Servicer Termination Event Events shall not have been remedied within three Business Days or, if a cure period is applicable thereto, within three Business days following the expiration of such delay cure period, the Facility Agent may, or failure was caused at the direction of the Required Lenders shall, by force majeure or other similar occurrencewritten notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer in accordance with the Priority of Payments.

Servicer Termination Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any the Collection Account any proceeds or any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five two (2) Business days after written notice is received Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer or after discovery of such failure by a Responsible Officer of to deliver to the Owner Trustee, the Indenture Trustee, and the Seller the Servicer’s Monthly Certificate by the applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days; (biv) Failure failure on the part of the Servicer duly to observe or perform, in perform any material respect, any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) could materially and adversely affects affect the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 thirty (30) days after after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer or after Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50holding at least 25% of the Note Balance of the Outstanding Amount Notes of the Controlling Class of NotesClass; (cv) If any representation or warranty of the Servicer shall cease to be an Eligible Servicer; (vi) an Insolvency Event shall occur with respect to the Servicer, in ; (vii) the Servicer has assigned or delegated any of its capacity as Servicer, made in obligations under this Agreement shall prove or any Basic Document other than in accordance with the terms herein and/or therein, as applicable; or (viii) the Servicer has failed to obtain or maintain all licenses and approvals necessary for the conduct of its business in the jurisdictions where the failure to do so could reasonably be incorrect in any material respect as of the time when the same shall expected to have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceNoteholders.

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute a “Servicer Termination Event”” hereunder: (a) Any the occurrence of a Level III Trigger Event; (b) any failure by the Servicer to deposit into (i) deliver any Account Collections or (ii) make any proceeds payment, transfer or payment deposit, in each case as required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of by this Agreement that continues or any other Servicer Basic Document and, in each case, which failure shall continue unremedied for a period two Business Days after (A) receipt of five Business days after written notice is received of such failure by the Servicer from the Administrative Agent, any Agent, any Lender or after the Account Bank or (B) discovery of such failure by a Responsible Officer of the Servicer; (bc) Failure on the part of any failure by the Servicer duly to observe deliver to the Administrative Agent, each Agent, each Lender or perform, in any material respect, any covenants or agreements of the Backup Servicer set forth in this Agreement, which failure a Monthly Report and a Monthly Loan Tape when required that shall continue unremedied for two Business Days after (i) materially and adversely affects receipt of written notice of such failure by the rights of Servicer from the Securityholders and Administrative Agent, any Agent, any Lender or the Backup Servicer or (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer; (d) any merger or consolidation of the Servicer in breach of Section 7.15; (e) any failure by the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in any Servicer Basic Document, which failure shall remain unremedied for 30 days after the date on which earlier of (i) receipt of written notice of such failure requiring the same to be remedied shall have been given to by the Servicer by from the Administrative Agent, any of Agent, any Lender or the Owner Trustee, the Indenture Trustee Backup Servicer or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (cii) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness discovery of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer Servicer; (f) any representation, warranty or receipt certification made by the Servicer in any Servicer Basic Document or in any other certificate, information or report delivered pursuant to any Servicer Basic Document shall prove to have been false or incorrect in any material respect when made or deemed made or delivered, and which remains unremedied for 30 days after the earlier of (i) receipt of written notice thereof of such failure by the Servicer from the Indenture Trustee Administrative Agent, any Agent, any Lender or the Noteholders representing not less than 50% Backup Servicer or (ii) discovery of such failure by a Responsible Officer of the Outstanding Amounts of the Notes; orServicer; (dg) The occurrence of an Insolvency Event shall occur with respect to the Servicer; (h) an Event of Default shall have occurred and shall not have been waived; providedor (i) any failure by the Servicer to observe any covenant, howevercondition or agreement under Section 6.05(h). (j) any Subservicer fails to maintain all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property and or the conduct of its business with respect to the servicing of consumer loans (including the Receivables), that requires such qualification, licenses or approvals, and which remains unremedied for 30 days after the receipt of written notice of such failure by any Governmental Authority. During the continuance of any of the foregoing, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event shall not have been remedied within any applicable cure period or waived in writing by the Administrative Agent and the Required Lenders, the Administrative Agent acting at the direction of the Required Lenders, by written notice to the Servicer (with a copy to each Agent, Hedge Counterparty, the Account Bank and the Backup Servicer) (each, a “Servicer Termination Notice”), shall terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and under the 2021-1C SUBI Servicing Agreement. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause paragraph (ab) above for an additional period of five (5) Business Days after the applicable grace period or referred to under paragraph (e) or (f) above for a period of 10 fifteen (15) days or clause (b) or (c) above for a after the applicable grace period of 30 days will shall not constitute a Servicer Termination Event Default if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer, such delay or failure was caused by force majeure a Force Majeure Event and Servicer is in compliance with its business continuity and disaster preparedness plans. If, following the expiration of such incremental fifteen (15) day grace period in the case of a delay or other similar occurrencefailure of performance described in paragraph (e) or (f) above, the applicable delay or failure of performance remains outstanding but the Servicer continues to work diligently to remedy such delay or failure of performance, then, with the consent of the Administrative Agent in its sole discretion the grace period may be extended for a further thirty (30) days. The preceding sentences will not relieve the Servicer from compliance with its obligations pursuant to Section 7.03(g) hereunder or from otherwise using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Servicer shall provide the Administrative Agent and the Backup Servicer with an Officer’s Certificate giving prompt notice of such failure or delay, together with a description of its efforts to perform its obligations.

Servicer Termination Events. For purposes of this Agreement, the (a) The occurrence and continuance continuation of any of the following shall constitute events will be a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days after the earlier of the date on which (x) notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or (y) a Responsible Person of the Servicer learns of such failure, unless: (1) (A) such failure is caused by an event outside the control of the Servicer that the Servicer could not have avoided through the exercise of due care, (B) such failure does not continue for more than ten Business Days after the earlier of the date on which notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer learns of such failure, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement and (D) the Servicer provides the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders with prompt notice of such failure that includes a description of the Servicer’s efforts to remedy such failure; or (2) (A) such failure would not reasonably be expected to, or upon investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the Note Balance of the Notes, and (B) such failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after written notice a Responsible Person of the Servicer learns of such failure or (ii) if the Servicer’s long-term debt is received not so rated, 90 days after such failure; (ii) Any failure by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written receives notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the NotesClass; or (diii) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause . (b) or (c) above for a period of 30 days will not constitute If a Servicer Termination Event occurs, the Issuer will promptly notify each Rating Agency. So long as such Servicer Termination Event has not been remedied, either the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest), by notice to the Servicer and the Issuer (who will then promptly notify the Rating Agencies) (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than those set forth in Sections 6.2 and 6.3) of the Servicer under this Agreement. Upon the receipt by the Servicer of such delay notice (or failure was caused such later date as may be specified in such notice of termination), all authority and power of the Servicer under this Agreement will pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.2. In such event, the Indenture Trustee and the Owner Trustee are authorized 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 termination of the predecessor Servicer and to complete the transfer of the Receivables Files and related documents to the Indenture Trustee or the successor Servicer or the successor Custodian. (c) Upon termination of the Servicer under this Section 7.1 or the Servicer’s resignation under Section 6.6, the predecessor Servicer will cooperate with the Indenture Trustee, the Owner Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, as soon as practicable, the transfer to the Indenture Trustee or such Successor Servicer of all cash amounts that are held by force majeure the predecessor Servicer for deposit, or thereafter received with respect to a Receivable and the delivery of the Receivables Files and the related accounts and records maintained by the Servicer. In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other similar occurrenceapplications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement. All reasonable costs and expenses (including attorneys’ fees) incurred by the Indenture Trustee, the Owner Trustee and the Successor Servicer associated with (i) the transition of servicing duties to the Successor Servicer, and (ii) amending this Agreement to reflect a succession of the Servicer pursuant to this Section 7.1 will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.. 28 (2021-B Sale and Servicing Agreement)

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing: (a) Any any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer (other than any such failure resulting from an administrative or technical error of the Servicer in the amount so deposited); or (B) within one (1) Business Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any amount previously deposited by the Servicer to deposit into any the Collection Account any proceeds or payment was less than the amount required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received deposited therein by the Servicer or after discovery Servicer, the amount of such failure by a Responsible Officer of shortfall; or (y) to deliver to the ServicerCollateral Agent the Monthly Report on the related Monthly Report Determination Date; (b) Failure failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer Transaction Documents or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Servicer made in this Agreement shall prove any Transaction Document or in any certificate or other writing delivered pursuant to be any Transaction Document proving to have been incorrect in any material respect as of the time when the same shall have been made made, which default, if capable of cure, shall continue unremedied for a period of 30 days (or a longer period, not in excess of 60 days as may be reasonably necessary to remedy such default, if the default is capable of remedy within 60 days or less, and the incorrectness Servicer delivers an Officer’s Certificate to the Deal Agent, the Backup Servicer and the Collateral Agent to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after (x) there shall have been given written notice of such representation or warranty has a material adverse effect on failure, requiring the Issuer same to be remedied, (1) to the Servicer, by the Collateral Agent or the Noteholders and Deal Agent, or (2) to the Servicer by the Collateral Agent at the direction of the Deal Agent or (y) discovery of such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer an officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; orServicer; (dc) The occurrence of an Insolvency Event shall occur with respect to the Servicer; (d) any delegation of the Servicer’s duties that is not permitted by Section 7.1; (e) any financial information related to the Collateral reasonably requested by the Deal Agent, the Collateral Agent or any Lender as provided herein is not reasonably provided as requested; (f) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $15,000,000 in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (g) the Servicer shall fail to pay any principal of or premium or interest on any indebtedness in an aggregate outstanding principal amount of $15,000,000 or more (“Material Debt”), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt; or any other default under any agreement or instrument relating to any Material Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Material Debt; or any such Material Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; (h) any change in the control of the Servicer that takes the form of either a merger or consolidation in which the Servicer is not the surviving entity; (i) a Termination Event shall have occurred and such Termination Event has not been waived by the Deal Agent; (j) the occurrence of the thirtieth (30th) day after the end of the fiscal quarter in which a breach of any (i) covenant set forth in Sections 7.5 and 7.7 of the Credit Agreement (as any such covenants may be amended from time to time) or (ii) other similar covenant(s) contained in the Credit Agreement (as amended from time to time), shall occur unless prior to such date, such breach is cured or waived by the Deal Agent (acting at the direction, or with the consent, of the Required Lenders acting in their respective sole discretion); provided, however, that a delay if the Credit Agreement is terminated, then the last operative set of Sections 7.5 and 7.7 of the Credit Agreement (or failure such similar covenants) shall govern for purposes of performance referred this Section; or (k) the Originator or Servicer, if Credit Acceptance is the Servicer, fails to under clause pay when due (aor no later than the next Payment Date after the Servicer becomes aware that such payment was not made) above for a period the Release Price in excess of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a $100,000; then notwithstanding anything herein to the contrary, so long as any such Servicer Termination Event if such delay shall not have been remedied, within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Deal Agent may, or failure was caused at the direction of the Required Lenders, by force majeure or other similar occurrencewritten notice to the Servicer (with a copy to the Backup Servicer and the Collateral Agent) (a “Servicer Termination Notice”) shall, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any (a) In case one or more of the following shall constitute events (each a “"Servicer Termination Event”") by the Servicer shall occur and be continuing, that is to say: (ai) Any (A) the failure by the Servicer to deposit into make any Account required Servicing Advance, to the extent such failure materially and adversely affects the interests of the Noteholders; (B) the failure by the Servicer to make any proceeds required Monthly Advance to the extent such failure materially and adversely affects the interests of the Noteholders; (C) the failure by the Servicer to remit any Compensating Interest to the extent such failure materially and adversely affects the interests of the Noteholders; or (D) any failure by the Servicer to remit to Noteholders, or to the Indenture Trustee for the benefit of the Noteholders, or to the Owner Trustee for the benefit of the Certificateholders, any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that which continues unremedied for a period of five Business days after the date upon which written notice is received of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or to the Servicer and the Indenture Trustee by any Noteholder or Certificateholder; or (ii) failure by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer Bank duly to observe or perform, in any material respect, any covenants other covenants, obligations or agreements of the Servicer or the Bank as set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer or the Bank, as the case may be, by the Indenture Trustee or to the Servicer, or the Bank, as the case may be, and the Indenture Trustee by any Noteholder or Certificateholder; or (iii) a decree or order of a court or agency or supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Owner TrusteeServicer's property; or (v) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; (b) then, and in each and every such case, so long as a Servicer Termination Event shall not have been remedied, and in the case of clause (i) above (except for clause (i)(B)), if such Servicer Termination Event shall not have been remedied within 30 days after the Servicer has received notice of such Servicer Termination Event, (x) with respect solely to clause (i)(B) above, if such Monthly Advance is not made earlier than 4:00 p.m. New York time on the Determination Date, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made and the incorrectness give immediate telephonic notice of such representation or warranty has failure to a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Servicing Officer of the Servicer and, unless such failure is cured, either by receipt of payment or receipt of evidence (e.g., a wire reference number communicated by the sending bank) that such funds have been sent, by 12:00 Noon New York time on the following Business Day, the Indenture Trustee shall immediately assume, pursuant to Section 9.02 hereof, the duties of a successor Servicer; and (y) in the case of clauses (i)(A), (i)(C), (i)(D), (iii), (iv) and (v), the Majority Noteholders, by notice in writing to the Servicer (except with respect to (iii), (iv) and (v) for which no notice is required) may, in addition to whatever rights such Noteholders may have at law or equity including damages, injunctive relief and specific performance, in each case immediately terminate all the rights and obligations of the Servicer under this Agreement and in and to the Business Loans and the proceeds thereof, as Servicer. Upon such receipt by the Servicer of a second written notice thereof from the Indenture Trustee Majority Noteholders stating that they or it intend to terminate the Noteholders representing not less than 50% Servicer as a result of such Servicer Termination Event, all authority and power of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event Servicer under this Agreement, whether with respect to the Business Loans or otherwise, shall, subject to Section 9.02, pass to and be vested in the Indenture Trustee and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer; provided, howeveras attorney-in-fact or otherwise, that a delay any and all documents and other instruments and do or failure cause to be done all other acts or things necessary or appropriate to effect the purposes of performance referred such notice of termination, including, but not limited to, the transfer and endorsement or assignment of the Business Loans and related documents. The Servicer agrees to under clause (a) above cooperate with the Indenture Trustee in effecting the termination of the Servicer's responsibilities and rights hereunder, including, without limitation, the transfer to the Indenture Trustee for a period administration by it of 10 days all amounts which shall at the time be credited by the Servicer to each Principal and Interest Account or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrencethereafter received with respect to the Business Loans.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a events (“Servicer Termination EventEvents”) shall occur and be continuing: (a) Any failure by the Servicer to deposit into any in the Collection Account any proceeds or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that which continues unremedied for a period of five (5) Business days Days after the date upon which written notice is received by the Servicer or after discovery of such failure shall have been given to the Servicer by a Responsible Officer of the Administrator, the Trustee or the Depositor, or to the Servicer;, the Administrator, the Depositor and the Trustee by the Majority Certificateholder; or (b) Failure Any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure (iA) materially and adversely affects the rights interests of the Securityholders Certificateholders and (iiB) continues unremedied for a period of 60 sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by any of the Owner TrusteeAdministrator, the Indenture Trustee or Noteholders evidencing the Depositor, or to the Servicer, the Administrator, the Depositor and the Trustee by the Majority Certificateholder; provided, however, that such 60-day cure period shall not less than 50% apply to any failure to comply with the requirements set forth in Section 3.10, Section 6.02 (with respect to notice to the Depositor) or Section 6.04 (with respect to notice to the Depositor), and the grace period for any such failure shall not exceed the lesser of 10 calendar days or such period in which the Outstanding Amount of applicable report under the Controlling Class of NotesExchange Act can be filed (without taking into account any extensions); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by The entry against the Servicer of written notice thereof from a decree or order by a court or agency or supervisory authority having jurisdiction in the Indenture Trustee premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the Noteholders representing not less than 50% winding up or liquidation of its affairs, and the Outstanding Amounts continuance of the Notesany such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The occurrence consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Servicer Termination Event with respect shall not have been remedied by the Servicer, either the Trustee or the Depositor may, and at the direction of the Majority Certificateholder, the Trustee shall, by notice then given in writing to the Servicer, the Depositor, the Administrator and the Trustee, as applicable, terminate all of the rights and obligations of the Servicer as servicer under this Agreement; provided, however, that in the event of a Servicer Termination Event related to a failure to comply with an Exchange Act Filing 77 Obligation, the Servicer may only be terminated at the direction of the Depositor; and provided, further, that the responsibilities and duties of the initial Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Servicer shall also be given to each Rating Agency. On or after the receipt by the Servicer of such written notice, all authority and power of, and all benefits accruing to, the Servicer under this Agreement, whether with respect to the Certificates or the Home Equity Loans or otherwise, shall pass to and be vested in the Trustee or, if a successor Servicer has been appointed under Section 7.02, such successor Servicer pursuant to and under this Section 7.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other 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 each Home Equity Loan and related documents, or otherwise. The Servicer agrees to cooperate with the Trustee and the successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the successor Servicer or the Trustee, as the case may be, for the administration by it of all cash amounts that shall at the time be held by the terminated Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Servicer in the Collection Account or thereafter received by the terminated Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trustee, on behalf of the Trust, if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (aSection 7.01(a) above for a period of 10 days five (5) Business Days or clause (bunder Section 7.01(b) or (c) above for a period of 30 days will sixty (60) days, shall not constitute a Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by force majeure an act of God, acts of declared or other undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Trustee, the Administrator, the Depositor, the Certificateholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer shall immediately notify the Trustee, the Administrator and each Rating Agency in writing of any Servicer Termination Events.

Servicer Termination Events. For purposes of this Agreement, the (a) The occurrence and continuance continuation of any of the following shall constitute events will be a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any Account deliver to the Owner Trustee or the Indenture Trustee any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business Days after the earlier of the date on which (x) notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee, or (y) a Responsible Person of the Servicer learns of such failure, unless: (1) (A) such failure is caused by an event outside the control of the Servicer that the Servicer could not have avoided through the exercise of due care, (B) such failure does not continue for more than ten Business Days after the earlier of the date on which notice of such failure is given to the Servicer by the Owner Trustee or the Indenture Trustee or a Responsible Person of the Servicer learns of such failure, (C) during such period the Servicer uses all commercially reasonable efforts to perform its obligations under this Agreement, and (D) the Servicer provides the Owner Trustee, the Indenture Trustee, the Depositor and the Noteholders with prompt notice of such failure that includes a description of the Servicer’s efforts to remedy such failure; or (2) (A) such failure would not reasonably be expected to, or upon investigation and quantification does not, result in the failure in paying or depositing an amount greater than 0.05% of the Note Balance of the Notes, and (B) such failure does not continue for more than (i) if the Servicer’s long-term debt is rated investment grade by all Rating Agencies, 90 days after written notice a Responsible Person of the Servicer learns of such failure, or (ii) if the Servicer’s long-term debt is received not so rated, 90 days after such failure; (ii) Any failure by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 90 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written receives notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of from the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50of at least 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes; (c) If any representation or warranty of the ServicerClass, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (diii) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause . (b) or (c) above for a period of 30 days will not constitute If a Servicer Termination Event occurs, the Issuer will promptly notify each Rating Agency. So long as such Servicer Termination Event has not been remedied, either the Indenture Trustee or the Noteholders of a majority of the Note Balance of the Controlling Class (or, if no Notes are Outstanding, the Owner Trustee, at the direction of the holder of the Residual Interest), by notice to the Servicer and the Issuer (who will then promptly notify the Rating Agencies) (and to the Indenture Trustee and the Owner Trustee if given by the Noteholders), may terminate all of the rights and obligations (other than those set forth in Sections 6.2 and 6.3) of the Servicer under this Agreement. Upon the receipt by the Servicer of such delay notice (or failure was caused such later date as may be specified in such notice of termination), all authority and power of the Servicer under this Agreement will pass to and be vested in the Indenture Trustee or such Successor Servicer as may be appointed under Section 7.2. In such event, the Indenture Trustee and the Owner Trustee are authorized 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 termination of the predecessor Servicer and to complete the transfer of the Receivables Files and related documents to the Indenture Trustee or the successor Servicer or the successor Custodian. (c) Upon termination of the Servicer under this Section 7.1 or the Servicer’s resignation under Section 6.6, the predecessor Servicer will cooperate with the Indenture Trustee, the Owner Trustee and the Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, as soon as practicable, the transfer to the Indenture Trustee or such Successor Servicer of all cash amounts that are held by force majeure the predecessor Servicer for deposit, or thereafter received with respect to a Receivable and the delivery of the Receivables Files and the related accounts and records maintained by the Servicer. In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other similar occurrenceapplications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement. All reasonable costs and expenses (including attorneys’ fees) incurred by the Indenture Trustee, the Owner Trustee and the Successor Servicer associated with (i) the transition of servicing duties to the Successor Servicer, and (ii) amending this Agreement to reflect a succession of the Servicer pursuant to this Section 7.1 will be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any each of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account deliver or cause to be delivered any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that or any other Loan Document within one (1) Business Day of the date when the same becomes due; (b) Failure by Servicer to deliver, or cause to be delivered, to Lender and the Collateral Agent any Availability Report by the Determination Date prior to the related Settlement Date, which failure continues unremedied for a period of five one (1) Business Day; (c) Failure by Servicer to perform or observe in any material respect any term, covenant, or agreement under this Agreement or any other Loan Document (other than any term, covenant or agreement referred to in another subparagraph of this Section 7.1), which failure is not cured within 10 calendar days after written notice is received by Servicer from Lender or the Servicer Collateral Agent or after discovery of such failure by a Responsible Officer of the Servicer; (bd) Failure on the part Any representation, warranty or statement of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement or any other Loan Document to which it is a party or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be incorrect in any material respect as of the time when the same shall have been made made, and the such incorrectness is not cured within 10 calendar days after written notice is received by Servicer from any Secured Party or after discovery of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of Servicer; (e) An application is made by Servicer for the appointment of a receiver, trustee or custodian for the Collateral or any other material assets of Purchaser or Servicer; a petition under any section or chapter of the Bankruptcy Code or federal or State law or regulation shall be filed by Servicer, or Servicer shall make an assignment for the benefit of its creditors, or any case or proceeding shall be filed by Servicer for its dissolution, liquidation, or termination; or Servicer ceases to conduct its business; (f) Servicer is enjoined, restrained or prevented by court order from conducting all or any material part of its business affairs, or a petition under any section or chapter of the Bankruptcy Code or any similar federal or State law or regulation is filed against Servicer, or any case or proceeding is filed against Servicer, for its dissolution or liquidation, and such injunction, restraint, petition, case or proceeding is not dismissed within sixty (60) days after the entry of filing thereof; and (g) An Event of Default or a Default shall have occurred (so long as Manchester is Servicer). In the event that Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% Purchaser gains knowledge of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if Event, Servicer or Purchaser, as applicable, shall promptly notify Lender and the Collateral Agent in writing of such delay or failure was caused by force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a events (“Servicer Termination EventEvents”) shall occur and be continuing: (a) Any failure by the Servicer to deposit into any in the Collection Account any proceeds or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that which continues unremedied for a period of five (5) Business days Days after the date upon which written notice is received by the Servicer or after discovery of such failure shall have been given to the Servicer by a Responsible Officer of the Administrator, the Trustee or the Depositor, or to the Servicer;, the Administrator, the Depositor and the Trustee by the Majority Certificateholder; or (b) Failure Any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure (iA) materially and adversely affects the rights interests of the Securityholders Certificateholders and (iiB) continues unremedied for a period of 60 sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by any of the Owner TrusteeAdministrator, the Indenture Trustee or Noteholders evidencing the Depositor, or to the Servicer, the Administrator, the Depositor and the Trustee by the Majority Certificateholder; provided, however, that such 60-day cure period shall not less than 50% apply to any failure to comply with the requirements set forth in Section 3.10, Section 6.02 (with respect to notice to the Depositor) or Section 6.04 (with respect to notice to the Depositor), and the grace period for any such failure shall not exceed the lesser of 10 calendar days or such period in which the Outstanding Amount of applicable report under the Controlling Class of NotesExchange Act can be filed (without taking into account any extensions); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by The entry against the Servicer of written notice thereof from a decree or order by a court or agency or supervisory authority having jurisdiction in the Indenture Trustee premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the Noteholders representing not less than 50% winding up or liquidation of its affairs, and the Outstanding Amounts continuance of the Notesany such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The occurrence consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Servicer Termination Event with respect shall not have been remedied by the Servicer, either the Trustee or the Depositor may, and at the direction of the Majority Certificateholder, the Trustee shall, by notice then given in writing to the Servicer, the Depositor, the Administrator and the Trustee, as applicable, terminate all of the rights and obligations of the Servicer as servicer under this Agreement; provided, however, that in the event of a Servicer Termination Event related to a failure to comply with an Exchange Act Filing Obligation, the Servicer may only be terminated at the direction of the Depositor; and provided, further, that the responsibilities and duties of the initial Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.02, 2.04(c) and 3.01 shall not terminate. Any such notice to the Servicer shall also be given to each Rating Agency. On or after the receipt by the Servicer of such written notice, all authority and power of, and all benefits accruing to, the Servicer under this Agreement, whether with respect to the Certificates or the Home Equity Loans or otherwise, shall pass to and be vested in the Trustee or, if a successor Servicer has been appointed under Section 7.02, such successor Servicer pursuant to and under this Section 7.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other 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 each Home Equity Loan and related documents, or otherwise. The Servicer agrees to cooperate with the Trustee and the successor Servicer in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the successor Servicer or the Trustee, as the case may be, for the administration by it of all cash amounts that shall at the time be held by the terminated Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Servicer in the Collection Account or thereafter received by the terminated Servicer with respect to the Home Equity Loans, and the recordation of Assignments of Mortgages to the Trustee, on behalf of the Trust, if MERS is not the mortgagee of a Home Equity Loan or otherwise in accordance with Section 7.02(c). Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (aSection 7.01(a) above for a period of 10 days five (5) Business Days or clause (bunder Section 7.01(b) or (c) above for a period of 30 days will sixty (60) days, shall not constitute a Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by force majeure an act of God, acts of declared or other undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar occurrencecauses. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Trustee, the Administrator, the Depositor, the Certificateholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer shall immediately notify the Trustee, the Administrator and each Rating Agency in writing of any Servicer Termination Events.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a “events ("Servicer Termination Event”Events") shall occur and be continuing: (ai) Any failure by the Servicer or, for so long as LBAC is the Servicer, the Transferor, to deliver to the Trust Collateral Agent for payment to Noteholders or Certificateholders or deposit into any in the Spread Account or the Supplemental Enhancement Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of the Notes, the Certificates, the Purchase Agreement or this Agreement (including deposits of Purchase Amounts) that continues shall continue unremedied for a period of five two Business days Days after written notice is received by the Servicer from the Trust Collateral Agent or the Note Insurer or after discovery of such failure by a Responsible Officer the Servicer (but in no event later than the five Business Days after the Servicer is required to make such delivery or deposit); or (ii) The Servicer's Certificate required by Section 4.9 shall not have been delivered to the Trust Collateral Agent and the Note Insurer within one Business Day of the date such Servicer;'s Certificate is required to be delivered; or the statement required by Section 4.10 or the report required by Section 4.11 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered; or (biii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3 or, for so long as LBAC is the Servicer, failure on the part of the Transferor to observe its covenants and agreements set forth in Section 7.3; or (iv) Failure on the part of LBAC, the Servicer or, for so long as LBAC is the Servicer, the Transferor, as the case may be, duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of LBAC, the Servicer or the Transferor (as the case may be) set forth in the Notes, the Certificates, the Purchase Agreement or in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues shall continue unremedied for a period of 60 30 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied remedied, shall have been given (1) to LBAC, the Servicer or the Transferor (as the case may be), by the Note Insurer or the Trust Collateral Agent, or (2) to LBAC, the Servicer or the Transferor (as the case may be), and to the Servicer Trust Collateral Agent and the Note Insurer by any of the Owner Trustee, the Indenture Trustee or Class A Noteholders evidencing not less than 5025% of the Outstanding Amount of the Controlling Class of Notes;A Note Balance; or (cv) If The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of LBAC or the Servicer (or, so long as LBAC is the Servicer, the Transferor, or any representation or warranty of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) in an involuntary case under the federal bankruptcy laws, as now or 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 LBAC, the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or the commencement of an involuntary case under the federal or state bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or state bankruptcy, insolvency or similar law with respect to LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) and such case is not dismissed within 60 days; or (vi) The commencement by LBAC or the Servicer (or, so long as LBAC is the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) 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 LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or of any substantial part of its capacity property or the making by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) of an assignment for the benefit of creditors or the failure by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) in furtherance of any of the foregoing; or (vii) Any representation, warranty or statement of LBAC or the Servicer or, for so long as LBAC is the Servicer, the Transferor, made in this Agreement and, with respect to LBAC and the Transferor, the Purchase Agreement or in each case 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 (excluding, however, any representation or warranty set forth in Section 3.2(b) of the Purchase Agreement), and the incorrectness of such representation representation, warranty or warranty statement has a material adverse effect on the Issuer and, within 30 days after written notice thereof shall have been given (1) to LBAC, the Servicer or the Transferor (as the case may be) by the Trust Collateral Agent or the Note Insurer or (2) to LBAC, the Servicer or the Transferor (as the case may be), and to the Trust Collateral Agent and the Note Insurer by the Class A Noteholders evidencing not less than 25% of the Class A Note Balance or the Class C Certificateholder, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (viii) The occurrence of an Insurance Agreement Event of Default; (ix) A claim is made under the Policy; or (x) So long as a Note Insurer Default shall not have occurred and such be continuing, the Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.13; then, and in each and every case, so long as a Servicer Termination Event shall not have been remedied; provided, (i) no Note Insurer Default shall have occurred and be continuing, the Note Insurer in its sole and absolute discretion, or (ii) if a Note Insurer Default shall have occurred and be continuing, then either the Trust Collateral Agent or the Trust Collateral Agent acting at the written direction of the Majorityholders, by notice then given in writing to the Servicer (and to the Trust Collateral Agent if given by the Note Insurer or by the Noteholders or the Class C Certificateholder) or by the Note Insurer's failure continues unremedied for 90 days after discovery thereof by to deliver a Responsible Officer Servicer Extension Notice pursuant to Section 4.13, may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% notice, all authority and power of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event Servicer under this Agreement, whether with respect to the ServicerNotes, Certificates or the Receivables or otherwise, shall without further action, pass to and be vested in (i) the Back-up Servicer or (ii) such successor Servicer as may be appointed under Section 9.2; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date the successor Servicer becomes the Servicer or any claim of a delay third party (including a Noteholder) based on any alleged action or failure inaction of performance referred the predecessor Servicer as Servicer; and, without limitation, the Trust Collateral Agent 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 with the successor Servicer and the Trust Collateral Agent in effecting the termination of the responsibilities and rights of the predecessor Servicer under clause this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery to the successor Servicer of all files and records concerning the Receivables and a computer tape in readable form containing all information necessary to enable the successor Servicer to service the Receivables and the other property of the Issuer. All reasonable costs and expenses (aincluding attorneys' fees) above 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 9.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for a period reasonable transition expenses incurred in connection with acting as successor Servicer, and in connection with system conversion costs, an aggregate amount not to exceed for such conversion costs of 10 days or clause (b$100,000, and to the extent not so paid, such payment shall be made pursuant to Section 5.6(c)(ix) or (c) above for a period hereof. Upon receipt of 30 days will not constitute written notice of the occurrence of a Servicer Termination Event Event, the Trust Collateral Agent shall give notice thereof to the Rating Agencies, the Issuer and the Transferor. The predecessor Servicer shall grant the Transferor, the Trust Collateral Agent, the Back-up Servicer and the Note Insurer reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. If requested by the Note Insurer, the Back-up Servicer or successor Servicer shall terminate any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement, and direct the Obligors to make all payments under the Receivables directly to the Servicer at the predecessor Servicer's expense (in which event the successor Servicer shall process such payments directly, or, through a Lock-Box Account with a Lock-Box Bank at the direction of the Note Insurer). The Trust Collateral Agent shall send copies of all notices given pursuant to this Section 9.1 to the Note Insurer so long as no Note Insurer Default shall have occurred and be continuing, and to the Noteholders and the Class C Certificateholder if such delay or failure was caused by force majeure or other similar occurrencea Note Insurer Default shall have occurred and be continuing.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing on any day: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any Account failure by the Servicer to give instructions or notice to the Borrower, any proceeds Managing Agent and/or the Administrative Agent as required by this Agreement or payment to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be so delivered made or to direct given, as the Indenture Trustee to make the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerAgreement; (biii) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, Agreement or any other Transaction Document to which failure (i) materially and adversely affects the rights of the Securityholders and (ii) it is a party as Servicer that continues unremedied for a period of 60 fifteen (15) days after discovery the first to occur of such failure by a Responsible Officer of the Servicer or after (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any of Managing Agent or the Owner Trustee, Borrower and (B) the Indenture Trustee date on which the Servicer becomes or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notesreasonably should have become aware thereof; (civ) If any representation representation, warranty or warranty of certification made by the Servicer, Servicer in its capacity as Servicer, made this Agreement or in any certificate delivered pursuant to this Agreement shall prove to be have been false or incorrect in any material respect as when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the time when first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been made and given to the incorrectness of such representation or warranty has a material adverse effect on Servicer by the Issuer Administrative Agent, any Managing Agent or the Noteholders Borrower and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Servicer Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of written notice thereof from such request; (ix) the Indenture Trustee rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the Noteholders representing occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not less been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Outstanding Amounts Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the Notes1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (dxvii) The occurrence of an Insolvency Event with respect the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Servicer; providedAdministrative Agent, howeversubstantially in the form of Exhibit G hereto, that a delay or failure at least 10 Business Days prior to the making of performance any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to under in clause (aA) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of 10 days or clause (b) or (c) above for a period the Administrative Agent, acting at the direction of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrencethe Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any one of the following events shall constitute a "Servicer Termination Event": (i) any failure by the Servicer to deposit into deliver to Trustee a Servicer's Report for any Collection Period, which failure shall continue beyond the related Deposit Date; (ii) any failure by Servicer to deliver to any Account or the Reserve Account any proceeds payment or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account paid under the terms of the Certificates and this Agreement that continues Agreement, or to direct Trustee to make any required distribution from any Account or the Reserve Account, which failure shall continue unremedied for a period of five Business days Days after written notice is received from the Trustee by the Servicer or after discovery of such failure by Servicer (or, in the case of a Responsible Officer of payment or deposit to be made no later than a Deposit Date immediately preceding a Distribution Date, the Servicerfailure to make such payment or deposit by such Distribution Date); (biii) Failure any failure on the part of the Servicer duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure shall (iA) materially and adversely affects affect the rights of Holders (which determination shall be made without regard to whether funds are available to the Securityholders Holders pursuant to the Reserve Account) and (iiB) continues continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer by any of the Owner Trustee, the Indenture or (2) to Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer Holders of written notice thereof from the Indenture Trustee or the Noteholders Certificates representing not less than 5025% of the Outstanding Amounts outstanding principal amount of the NotesCertificates (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 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); (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for Servicer, Seller, the Transferor, or any of their respective successors, in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 consecutive days; or (dv) The the consent by Servicer, Seller, the Transferor, or any of their respective successors, to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings of or relating to such Person or relating to substantially all of its property, the admission in writing by such Person of its inability to pay its debts generally as they become due, the filing by such Person of a petition to take advantage of any applicable bankruptcy, receivership, conservatorship, insolvency or similar statute, the making by such Person of an assignment for the benefit of its creditors or the voluntary suspension by such Person of payment of its obligations. Upon the occurrence of an Insolvency any Servicer Termination Event, and so long as a Servicer Termination Event shall not have been remedied, either Trustee, or the Majority Holders, by notice then given in writing to Servicer, may terminate all of the rights and obligations of Servicer (other than the obligations set forth in Section 7.2) 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 Certificates or the Trust Property or otherwise, shall pass to and be vested in Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee shall be authorized and empowered to execute and deliver, on behalf of Servicer; provided, howeveras 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 Receivable Files or the Physical Damage Insurance Policies, the certificates of title to the Financed Vehicles, or otherwise. Servicer shall cooperate with Trustee or any successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to Trustee or any successor Servicer for administration of all cash amounts that are at the time held by Servicer for deposit, shall have been deposited by Servicer in the Collection Account, or thereafter shall be received with respect to a delay Receivable, all Receivable Files and all information or failure documents that Trustee or such successor Servicer may require. In addition, Servicer shall 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 transfer to the successor Servicer all other records, correspondence and documents necessary for the continued servicing of performance referred to under clause (a) above for a period the Receivables in the manner and at such times as the successor Servicer shall reasonably request. All reasonable out-of-pocket costs and expenses incurred by the successor Servicer in connection with the transfer of 10 days or clause servicing shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (b) or (c) above for a period If any of 30 days will not constitute a the foregoing Servicer Termination Event if Events occur, Trustee shall have no obligation to notify Holders or any other Person of such delay or failure was caused by force majeure or other similar occurrenceoccurrence prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a “events ("Servicer Termination Event”Events") shall occur and be continuing: (ai) Any failure by the Servicer or, for so long as LBAC is the Servicer, the Transferor, to deliver to the Trust Collateral Agent for payment to Noteholders or deposit into any in the Spread Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of the Notes, the Purchase Agreement or this Agreement (including deposits of Purchase Amounts) that continues shall continue unremedied for a period of five two Business days Days after written notice is received by the Servicer from the Trust Collateral Agent [or the Note Insurer] or after discovery of such failure by a Responsible Officer the Servicer (but in no event later than the five Business Days after the Servicer is required to make such delivery or deposit); or (ii) The Servicer's Certificate required by Section 4.9 shall not have been delivered to the Trust Collateral Agent [and the Note Insurer] within one Business Day of the date such Servicer;'s Certificate is required to be delivered; or the statement required by Section 4.10 or the report required by Section 4.11 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered; or (biii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3 or, for so long as LBAC is the Servicer, failure on the part of the Transferor to observe its covenants and agreements set forth in Section 7.3; or (iv) Failure on the part of LBAC, the Servicer or, for so long as LBAC is the Servicer, the Transferor, as the case may be, duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of LBAC, the Servicer or the Transferor (as the case may be) set forth in the Notes, the Purchase Agreement or in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues shall continue unremedied for a period of 60 30 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied remedied, shall have been given (1) to LBAC, the Servicer or the Transferor (as the case may be), by [the Note Insurer or] the Trust Collateral Agent, or (2) to LBAC, the Servicer or the Transferor (as the case may be), and to the Servicer Trust Collateral Agent [and the Note Insurer] by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 5025% of the Outstanding Amount of the Controlling Class of Notes;Note Balance; or (cv) If The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of LBAC or the Servicer (or, so long as LBAC is the Servicer, the Transferor, or any representation or warranty of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) in an involuntary case under the federal bankruptcy laws, as now or 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 LBAC, the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or the commencement of an involuntary case under the federal or state bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or state bankruptcy, insolvency or similar law with respect to LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) and such case is not dismissed within 60 days; or (vi) The commencement by LBAC or the Servicer (or, so long as LBAC is the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) 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 LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or of any substantial part of its capacity property or the making by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) of an assignment for the benefit of creditors or the failure by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) in furtherance of any of the foregoing; or (vii) Any representation, warranty or statement of LBAC or the Servicer or, for so long as LBAC is the Servicer, the Transferor, made in this Agreement and, with respect to LBAC and the Transferor, the Purchase Agreement or in each case 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 (excluding, however, any representation or warranty set forth in Section 3.2(b) of the Purchase Agreement), and the incorrectness of such representation representation, warranty or warranty statement has a material adverse effect on the Issuer and, within 30 days after written notice thereof shall have been given (1) to LBAC, the Servicer or the Transferor (as the case may be) by the Trust Collateral Agent [or the Note Insurer] or (2) to LBAC, the Servicer or the Transferor (as the case may be), and to the Trust Collateral Agent [and the Note Insurer] by the Noteholders evidencing not less than 25% of the Note Balance, the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not have been eliminated or otherwise cured; or (viii) [The occurrence of an Insurance Agreement Event of Default; or] (ix) [A claim is made under the Note Policy; or] (x) [So long as a Note Insurer Default shall not have occurred and such be continuing, the Note Insurer shall not have delivered a Servicer Extension Notice pursuant to Section 4.13;] then, and in each and every case, so long as a Servicer Termination Event shall not have been remedied; provided, [(i) no Note Insurer Default shall have occurred and be continuing, the Note Insurer in its sole and absolute discretion, or (ii) if a Note Insurer Default shall have occurred and be continuing, then] either the Trust Collateral Agent or the Trust Collateral Agent acting at the direction of the Majorityholders, by notice then given in writing to the Servicer (and to the Trust Collateral Agent if given by [the Note Insurer or] by the Noteholders) [or by the Note Insurer's failure continues unremedied for 90 days after discovery thereof by to deliver a Responsible Officer Servicer Extension Notice pursuant to Section 4.13,] may terminate all of the rights and obligations of the Servicer under this Agreement. The Servicer shall be entitled to its pro rata share of the Servicing Fee for the number of days in the Collection Period prior to the effective date of its termination. On or after the receipt by the Servicer of such written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% notice, all authority and power of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event Servicer under this Agreement, whether with respect to the ServicerNotes or the Receivables or otherwise, shall without further action, pass to and be vested in (i) the Back-up Servicer or (ii) such successor Servicer as may be appointed under Section 9.2; provided, however, that the successor Servicer shall have no liability with respect to any obligation which was required to be performed by the predecessor Servicer prior to the date the successor Servicer becomes the Servicer or any claim of a delay third party (including a Noteholder) based on any alleged action or failure inaction of performance referred the predecessor Servicer as Servicer; and, without limitation, the Trust Collateral Agent 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 with the successor Servicer and the Trust Collateral Agent in effecting the termination of the responsibilities and rights of the predecessor Servicer under clause this Agreement, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held or should have been held by the predecessor Servicer for deposit, or shall thereafter be received with respect to a Receivable and the delivery to the successor Servicer of all files and records concerning the Receivables and a computer tape in readable form containing all information necessary to enable the successor Servicer to service the Receivables and the other property of the Issuer. All reasonable costs and expenses (aincluding attorneys' fees) above 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 9.1 shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. In addition, any successor Servicer shall be entitled to payment from the immediate predecessor Servicer for a period reasonable transition expenses incurred in connection with acting as successor Servicer, and in connection with system conversion costs, an aggregate amount not to exceed for such conversion costs of 10 days or clause (b$__________, and to the extent not so paid, such payment shall be made pursuant to Section 5.6(c)(v) or (c) above for a period hereof. Upon receipt of 30 days will not constitute notice of the occurrence of a Servicer Termination Event Event, the Trust Collateral Agent shall give notice thereof to the Rating Agencies, the Issuer and the Transferor. The predecessor Servicer shall grant the Transferor, the Trust Collateral Agent, the Back-up Servicer [and the Note Insurer] reasonable access to the predecessor Servicer's premises, computer files, personnel, records and equipment at the predecessor Servicer's expense. [If requested by the Note Insurer,] the Back-up Servicer or successor Servicer shall terminate any arrangements relating to (i) the Lock-Box Account with the Lock-Box Bank, (ii) the Lock-Box or (iii) the Lock-Box Agreement, and direct the Obligors to make all payments under the Receivables directly to the Servicer at the predecessor Servicer's expense (in which event the successor Servicer shall process such payments directly, or, through a Lock-Box Account with a Lock-Box Bank at the direction of [the Note Insurer]). The Trust Collateral Agent shall send copies of all notices given pursuant to this Section 9.1 [to the Note Insurer so long as no Note Insurer Default shall have occurred and be continuing, and] to the Noteholders [if such delay or failure was caused by force majeure or other similar occurrencea Note Insurer Default shall have occurred and be continuing.]

Servicer Termination Events. For purposes of this Agreement, the The occurrence and continuance of any one of the following events shall constitute an event of servicing termination hereunder (each, a “Servicer Termination Event”:): (a) Any any failure by the Master Servicer to deposit into deliver to the Owner Trustee or the Indenture Trustee the Master Servicer’s Certificate for any Account any proceeds or payment Collection Period, which failure shall continue unremedied beyond the earlier of three Business Days following the date such Master Servicer’s Certificate was required to be so delivered and the related Deposit Date, or to direct any failure by the Indenture Trustee Master Servicer to make the any required payment from any Account or deposit under this Agreement, which failure shall continue unremedied beyond the terms of this Agreement that continues unremedied for a period earlier of five Business days after written notice is received by Days following the Servicer date such payment or after discovery deposit was due and, in the case of a payment or deposit to be made no later than a Distribution Date or the related Deposit Date, such failure by a Responsible Officer of the ServicerDistribution Date or Deposit Date, as applicable; (b) Failure on any failure by the part of the Master Servicer to duly to observe or perform, to perform in any material respect, respect any covenants other covenant or agreements agreement of the Master Servicer set forth in this Agreement, which failure (i) shall materially and adversely affects affect the rights of the Securityholders Depositor or the Noteholders and (ii) continues shall continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (i) to the Master Servicer by any of the Depositor, the Owner Trustee, Trustee or the Indenture Trustee or Noteholders (ii) to the Depositor, the Master Servicer and the Trustees by the Holders of Notes evidencing not less than 5025% of the Outstanding Amount Note Balance of the Controlling Class (or, after the Notes have been paid in full, the holders of NotesCertificates evidencing not less than 25% of the aggregate Certificate Percentage Interests then outstanding); (c) If any representation or warranty of the Servicer, in its capacity as Servicer, Master Servicer made in this Agreement shall prove Agreement, or in any certificate delivered pursuant hereto or in connection herewith, other than any representation or warranty relating to be a Receivable that has been purchased by the Master Servicer, proving to have been incorrect in any material respect as of the time when the same shall have been made made, and the incorrectness circumstance or condition in respect of which such representation or warranty has was incorrect shall not have been eliminated or otherwise cured for a material adverse effect period of 30 days after the date on which written notice of such circumstance or condition, requiring the Issuer same to be eliminated or cured, shall have been given (i) to the Master Servicer by the Depositor, the Owner Trustee or the Noteholders Indenture Trustee or (ii) to the Depositor, the Master Servicer and such failure continues unremedied for 90 days after discovery thereof the Trustees by the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class; (d) the entry of a decree or order by a Responsible Officer court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for the Master Servicer in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding, or for the winding up or liquidation of its affairs, which decree or order continues unstayed and in effect for a period of 60 consecutive days; or (e) the consent by the Master Servicer to the appointment of a conservator, receiver, liquidator or trustee in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding of or relating to the Master Servicer or receipt relating to substantially all of its property, the admission in writing by the Master Servicer of written notice thereof from its inability to pay its debts generally as they become due, the filing by the Master Servicer of a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Master Servicer of an assignment for the benefit of its creditors or the voluntary suspension by the Master Servicer of payment of its obligations. If a Servicer Termination Event shall have occurred and not have been remedied, either the Indenture Trustee or the Noteholders Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class (or holders of Certificates representing not less than 5051% of the Outstanding Amounts aggregate Certificate Percentage Interests outstanding if the Notes are no longer Outstanding), in each case by notice then given in writing to the Depositor, the Owner Trustee and the Master Servicer (and to the Indenture Trustee if given by the Noteholders) (each, a “Servicer Termination Notice”) may terminate all the rights and obligations of the Notes; or (d) The occurrence of an Insolvency Event with respect to the ServicerMaster Servicer under this Agreement; provided, however, that a delay the indemnification obligations of the Master Servicer under Section 6.02 shall survive such termination. On or failure after the receipt by the Master Servicer of performance referred such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect to the Notes, the Certificates, the Trust Property or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such Successor Master Servicer as may be appointed under clause Section 7.02; and, without limitation, the Trustees are hereby authorized and empowered to execute and deliver, on behalf of the outgoing Master 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 Receivable Files or the certificates of title to the Financed Vehicles, or otherwise. The outgoing Master Servicer shall cooperate with the Indenture Trustee, the Owner Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the outgoing Master Servicer under this Agreement, including the transfer to the Indenture Trustee or such Successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the outgoing Master Servicer for deposit, or have been deposited by the outgoing Master Servicer, in the Accounts or thereafter received with respect to the Receivables, all Receivable Files and all information or documents that the Indenture Trustee or such Successor Master Servicer may require. In addition, the Master Servicer shall transfer its electronic records relating to the Receivables to the Successor Master Servicer in such electronic form as the Successor Master Servicer may reasonably request. All Transition Costs shall be paid by the outgoing Master Servicer (aor by the initial Master Servicer if the outgoing Master Servicer is the Indenture Trustee acting on an interim basis) above for a upon presentation of reasonable documentation of such costs and expenses. The Trustees shall have no obligation to notify the Noteholders, the Certificateholders or any other Person of the occurrence of any event specified in this Section prior to the continuance of such event through the end of any cure period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrencespecified in this Section.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a events (“Servicer Termination EventEvents”) shall occur and be continuing: (a) Any failure by the Servicer to deposit into any in the Collection Account any proceeds or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that which continues unremedied for a period of five (5) Business days Days after the date upon which written notice is received by the Servicer or after discovery of such failure shall have been given to the Servicer by a Responsible Officer the Trustee or the Depositor, or to the Servicer, the Depositor and the Trustee by [the Certificate Insurer or] Holders of Certificates evidencing not less than 51% of the Servicer;Voting Rights; or (b) Failure Any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure (iA) materially and adversely affects the rights interests of the Securityholders Certificateholders and (iiB) continues unremedied for a period of 60 sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by any of the Owner TrusteeTrustee or the Depositor, or to the Servicer, the Indenture Depositor and the Trustee or Noteholders by [the Certificate Insurer or] Holders of Certificates evidencing not less than 5051% of the Outstanding Amount of the Controlling Class of Notes;Voting Rights; or (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by The entry against the Servicer of written notice thereof from a decree or order by a court or agency or supervisory authority having jurisdiction in the Indenture Trustee premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the Noteholders representing not less than 50% winding up or liquidation of its affairs, and the Outstanding Amounts continuance of the Notesany such decree or order unstayed and in effect for a period of 60 consecutive days; or (d) The occurrence consent by the Servicer to the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to substantially all of its property; or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an Insolvency assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; then, and in each and every case, so long as a Servicer Termination Event shall not have been remedied by the Servicer, any of the Trustee , the Administrator[, the Certificate Insurer] or the Depositor may, and at the direction of Holders of Certificates evidencing not less than 51% of the Voting Rights [(with respect the consent of the Certificate Insurer so long as no Certificate Insurer Default exists)], the Trustee shall, by notice then given in writing to the Servicer, the Depositor, the Administrator [, the Certificate Insurer] and the Trustee, as applicable, terminate all of the rights and obligations of the Servicer as servicer under this Agreement; provided, however, that in the case of a Servicer Termination Event related to a failure to comply with Section 3.10, termination of the Servicer as servicer under this Agreement shall only be at the direction of the Depositor; and provided, further, that the responsibilities and duties of the initial Servicer with respect to the purchase of Home Equity Loans pursuant to Sections 2.04(c) and 3.01 shall not terminate. Any such notice to the Servicer shall also be given to each Rating Agency. On or after the receipt by the Servicer of such written notice, all authority and power of, and all benefits accruing to, the Servicer under this Agreement, whether with respect to the Certificates or the Home Equity Loans or otherwise, shall pass to and be vested in the Trustee or, if a successor Servicer has been appointed under Section 8.02, such successor Servicer pursuant to and under this Section 8.01; and, without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, any and all documents and other 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 each Home Equity Loan and related documents, or otherwise. The Servicer agrees to cooperate with the Trustee in effecting the termination of the responsibilities and rights of the Servicer hereunder, including, without limitation, the transfer to the Trustee for the administration by it of all cash amounts that shall at the time be held by the terminated Servicer and to be deposited by it in the Collection Account, or that have been deposited by the terminated Servicer in the Collection Account or thereafter received by the terminated Servicer with respect to the Home Equity Loans. Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (aSection 8.01(a) above for a period of 10 days five (5) Business Days or clause (bunder Section 8.01(b) or (c) above for a period of 30 days will sixty (60) days, shall not constitute a Servicer Termination Event if such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by force majeure an act of God, acts of declared or undeclared war, public disorder, terrorism, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement, and the Servicer shall provide the Trustee, the Administrator, the Depositor [, the Certificate Insurer] and the Class [A] and Class [IO] Certificateholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations. The Servicer shall immediately notify the Trustee, the Administrator [, the Certificate Insurer] and each Rating Agency in writing of any Servicer Termination Events. [The Depositor shall not be entitled to terminate the rights and obligations of the Servicer pursuant to subparagraph (b) above if a failure of the Servicer to identify a Subcontractor “participating in a servicing function” within the meaning of Item 1122 of Regulation AB was attributable solely to the role or functions of such Subcontractor with respect to home equity loans other similar occurrencethan the Home Equity Loans.]

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any (a) In case one or more of the following shall constitute events (each a “"Servicer Termination Event”") by the Servicer shall occur and be continuing, that is to say: (ai) Any (A) the failure by the Servicer to deposit into make any Account required Servicing Advance, to the extent such failure materially and adversely affects the interests of the Noteholders; or (B) any proceeds failure by the Servicer to remit to Noteholders, or to the Indenture Trustee for the benefit of the Noteholders and Hedge Counterparties, or to the Owner Trustee for the benefit of the Certificateholders, any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account made under the terms of this Agreement that the Basic Documents which continues unremedied for a period of five one Business days Day after written notice is received such payment was required to be made; or (ii) failure by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer Seller duly to observe or perform, in any material respect, any covenants other covenants, obligations or agreements of the Servicer or the Seller as set forth in this Agreementthe Basic Documents, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 30 days after discovery of (if such failure by a Responsible Officer can be remedied) after the earlier to occur of the Servicer or after (A) the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer or the Seller, as the case may be, by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of to the Servicer, in its capacity or the Seller, as Servicerthe case may be, made in this Agreement 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 Indenture Trustee by any Noteholder, Certificateholder or warranty has a material adverse effect on Hedge Counterparty or (B) the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by date a Responsible Officer of the Servicer or receipt by the Servicer receives actual knowledge of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notessuch failure; or (diii) The occurrence a decree or order of an Insolvency Event with respect to a court or agency or supervisory authority having jurisdiction for the Servicer; providedappointment of a conservator or receiver or liquidator in any insolvency, howeverreadjustment of debt, that a delay marshaling of assets and liabilities or failure similar proceedings, or for the winding-up or liquidation of performance referred to under clause (a) above its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force, undischarged or unstayed for a period of 10 days 60 days; or (iv) the Servicer shall consent to the appointment of a conservator or clause receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of the Servicer's property; or (bv) the Servicer shall admit in writing its inability to pay its debts as they become due, file a petition to take advantage of any applicable insolvency or (c) above reorganization statute, make an assignment for a period the benefit of 30 days will not constitute a Servicer Termination Event if such delay its creditors, or failure was caused by force majeure or other similar occurrence.voluntarily suspend payment of its obligations; or

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) Any any failure by the Servicer to deposit into any the Collection Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days Days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee and the Seller the Servicer's Certificate by the applicable Determination Date, or to observe any covenant or agreement set forth in Section 4.06, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of thirty days after knowledge thereof by the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes; (c) failure on the part of the Servicer duly to observe or perform, in perform any material respect, any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Trustee, Noteholders evidencing not less than 5025% of the Outstanding Amount of the Controlling Class or, if no Notes are outstanding, Certificateholders of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing Certificates evidencing not less than 5025% of the Outstanding Amounts Amount of the NotesCertificates; or (d) The the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any one of the following events shall constitute a "Servicer Termination Event": (i) any failure by the Servicer to deposit into deliver to Trustee a Servicer's Report for any Collection Period, which failure shall continue beyond the related Deposit Date; (ii) any failure by Servicer to deliver to any Account or the Reserve Account any proceeds payment or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account paid under the terms of the Certificates and this Agreement that continues Agreement, or to direct Trustee to make any required distribution from any Account or the Reserve Account, which failure shall continue unremedied for a period of five Business days Days after written notice is received from the Trustee by the Servicer or after discovery of such failure by Servicer (or, in the case of a Responsible Officer of payment or deposit to be made no later than a Deposit Date immediately preceding a Distribution Date, the Servicerfailure to make such payment or deposit by such Distribution Date); (biii) Failure any failure on the part of the Servicer to duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure shall (iA) materially and adversely affects affect the rights of Holders (which determination shall be made without regard to whether funds are available to the Securityholders Holders pursuant to the Reserve Account) and (iiB) continues continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer by any of the Owner Trustee, the Indenture or (2) to Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer Holders of written notice thereof from the Indenture Trustee or the Noteholders Certificates representing not less than 5025% of the Outstanding Amounts outstanding principal amount of the NotesCertificates (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 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); (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for Servicer, Seller, Transferor, or any of their respective successors, in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 consecutive days; or (dv) The the consent by Servicer, Seller, Transferor, or any of their respective successors, to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings of or relating to such Person or relating to substantially all of its property, the admission in writing by such Person of its inability to pay its debts generally as they become due, the filing by such Person of a petition to take advantage of any applicable bankruptcy, receivership, conservatorship, insolvency or similar statute, the making by such Person of an assignment for the benefit of its creditors or the voluntary suspension by such Person of payment of its obligations. Upon the occurrence of an Insolvency any Servicer Termination Event, and so long as a Servicer Termination Event shall not have been remedied, either Trustee, or the Majority Holders, by notice then given in writing to Servicer, may terminate all of the rights and obligations of Servicer (other than the obligations set forth in Section 7.2) 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 Certificates or the Trust Property or otherwise, shall pass to and be vested in Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee shall be authorized and empowered to execute and deliver, on behalf of Servicer; provided, howeveras 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 Receivable Files or the Physical Damage Insurance Policies, the certificates of title to the Financed Vehicles, or otherwise. Servicer shall cooperate with Trustee or any successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to Trustee or any successor Servicer for administration of all cash amounts that are at the time held by Servicer for deposit, shall have been deposited by Servicer in the Collection Account, or thereafter shall be received with respect to a delay Receivable, all Receivable Files and all information or failure documents that Trustee or such successor Servicer may require. In addition, Servicer shall 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 transfer to the successor Servicer all other records, correspondence and documents necessary for the continued servicing of performance referred to under clause (a) above for a period the Receivables in the manner and at such times as the successor Servicer shall reasonably request. All reasonable out-of-pocket costs and expenses incurred by the successor Servicer in connection with the transfer of 10 days or clause servicing shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. (b) or (c) above for a period If any of 30 days will not constitute a the foregoing Servicer Termination Event if Events occur, Trustee shall have no obligation to notify Holders or any other Person of such delay or failure was caused by force majeure or other similar occurrenceoccurrence prior to the continuance of such event through the end of any cure period specified in Section 8.1(a).

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of (a) If any one of the following shall constitute events (a “Servicer Termination Event”) shall occur and be continuing on any day: (ai) Any any failure by the Servicer to make any payment, transfer or deposit into as required by this Agreement; (ii) any Account failure by the Servicer to give instructions or notice to the Borrower, any proceeds Managing Agent and/or the Administrative Agent as required by this Agreement or payment to deliver any Required Reports hereunder on or before the date occurring two (2) Business Days after the date such instructions, notice or report is required to be so delivered made or to direct given, as the Indenture Trustee to make the required payment from any Account case may be, under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the ServicerAgreement; (biii) Failure any failure on the part of the Servicer duly to observe or perform, perform in any material respect, respect any other covenants or agreements of the Servicer set forth in this Agreement, Agreement or any other Transaction Document to which failure (i) materially and adversely affects the rights of the Securityholders and (ii) it is a party as Servicer that continues unremedied for a period of 60 five (5) days after discovery the first to occur of such failure by a Responsible Officer of the Servicer or after (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any of Managing Agent or the Owner Trustee, Borrower and (ii) the Indenture Trustee date on which the Servicer becomes or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notesshould have become aware thereof; (civ) If any representation representation, warranty or warranty of certification made by the Servicer, Servicer in its capacity as Servicer, made this Agreement or in any certificate delivered pursuant to this Agreement shall prove to be have been false or incorrect in any material respect as when made; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the time when Administrative Agent; (viii) any financial or asset information reasonably requested by the same shall have been made and Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the incorrectness of Administrative Agent or such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer Managing Agent may consent to) of the Servicer or receipt by the Servicer of written notice thereof from such request; (ix) the Indenture Trustee rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of thirty (30) consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the Noteholders representing occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not less than 50% been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Outstanding Amounts Servicer or the collectibility of the NotesTransferred Loans; or (dxiii) The occurrence any Change-in-Control of an Insolvency Event with respect the Servicer is made without the prior written consent of the Borrower and the Administrative Agent; then, notwithstanding anything herein to the Servicer; providedcontrary, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a so long as any such Servicer Termination Event if such delay Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or failure was caused at the direction of the Required Lenders shall, by force majeure or other similar occurrencewritten notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “"Servicer Termination Event”": (a) Any any failure by the Servicer to deposit into any the Collection Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days Days after written notice of such failure is received by the Servicer from the Issuer or the Indenture Trustee or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure failure by the Servicer to deliver to the Owner Trustee, the Indenture Trustee, the Depositor and the Seller the Servicer's Certificate by the applicable Determination Date, which failure continues unremedied for a period of five Business Days; (c) failure on the part of the Servicer duly to observe or perform, in perform any material respect, any other covenants or agreements of the Servicer set forth in this Agreement, which failure shall (i) materially and adversely affects affect the rights of the Securityholders Noteholders or the Certificateholders and (ii) continues continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given (1) to the Servicer by any of the Issuer or the Indenture Trustee or (2) to the Owner Trustee, the Indenture Trustee Trustee, the Servicer, the Banks or the Seller by Noteholders evidencing not less than 5025% of the Outstanding Amount of the Controlling Class Notes or, if no Notes are outstanding, the Holders of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing Certificates evidencing not less than 5025% of the Outstanding Amounts of percentage interests in the NotesCertificates; or (d) The the occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any each of the following shall constitute a “Servicer Termination Event”"SERVICER TERMINATION EVENT": (a) Any failure by the Servicer to deliver to the Trustee for distribution to the Noteholder or deposit into any Pledged Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five two Business days Days (or one Business Day with respect to payment of Purchase Amounts) after written notice is received by the Servicer from the Trustee or the Controlling Party or after discovery of such failure by a Responsible Officer of the Servicer; or (b) Failure by the Servicer to deliver to the Trustee and the Controlling Party the Servicer's Certificate within three Business Days after the date on which such Servicer's Certificate is required to be delivered, or failure on the part of the Servicer to observe its covenants and agreements set forth in SECTION 9.3(a); (bc) Failure on the part of the Servicer to duly to observe or perform, in perform any material respect, any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders Noteholder and (ii) continues unremedied for a period of 60 30 days after discovery the earlier of such failure knowledge thereof by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Trustee or the Controlling Party; (d) The occurrence of an Insolvency Event with respect to the Servicer or the Seller (or, so long as the Seller is Servicer any of the Owner TrusteeServicer's Affiliates); PROVIDED, the Indenture Trustee or Noteholders evidencing not less than 50% HOWEVER, that none of the Outstanding Amount events described in this CLAUSE (d) shall constitute a Servicer Termination Event if it relates solely to an Affiliate of the Controlling Class Servicer that is currently the subject of Notesany such proceeding or receivership described above; (ce) If any representation Any representation, warranty or warranty statement of the Servicer, in its capacity as Servicer, Servicer made in this Agreement (without regard to any exception relating to the Xxxxxx Case) 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 (excluding, however, any representation or warranty set forth in this Agreement relating to the characteristics of the Receivables), and the incorrectness of such representation representation, warranty or warranty statement has a material adverse effect on the Issuer Purchaser or the Noteholders and such failure continues unremedied for 90 Noteholder and, within 30 days after discovery the earlier of knowledge thereof by a Responsible Officer of the Servicer or receipt by the Servicer of after written notice thereof from shall have been given to the Indenture Servicer by the Trustee or the Noteholders representing Controlling Party the circumstances or condition in respect of which such representation, warranty or statement was incorrect shall not less than 50% of the Outstanding Amounts of the Noteshave been eliminated or otherwise cured; (f) The Controlling Party shall not have delivered a Servicer Extension Notice pursuant to SECTION 4.15; or (dg) The occurrence An Event of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceDefault shall have occurred.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any (a) Any one of the following events shall constitute a “Servicer Termination Event”: (ai) Any any failure by the Servicer to deposit into deliver to Trustee a Servicer’s Report for any Collection Period, which failure shall continue beyond the related Deposit Date; (ii) any failure by Servicer to deliver to any Account or the Reserve Account any proceeds payment or payment deposit required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account paid under the terms of the Certificates and this Agreement that continues Agreement, or to direct Trustee to make any required distribution from any Account or the Reserve Account, which failure shall continue unremedied for a period of five Business days Days after written notice is received from the Trustee by the Servicer or after discovery of such failure by Servicer (or, in the case of a Responsible Officer of payment or deposit to be made no later than a Deposit Date immediately preceding a Distribution Date, the Servicerfailure to make such payment or deposit by such Distribution Date); (biii) Failure any failure on the part of the Servicer to duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of the Servicer set forth in the Certificates or in this Agreement, which failure shall (iA) materially and adversely affects affect the rights of Holders (which determination shall be made without regard to whether funds are available to the Securityholders Holders pursuant to the Reserve Account) and (iiB) continues continue unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given (1) to the Servicer by any of the Owner Trustee, the Indenture or (2) to Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer Holders of written notice thereof from the Indenture Trustee or the Noteholders Certificates representing not less than 5025% of the Outstanding Amounts outstanding principal amount of the NotesCertificates (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 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); (iv) the entry of a decree or order by a court or agency or supervisory authority of competent jurisdiction for the appointment of a conservator, receiver, liquidator or trustee for Servicer, Seller, Transferor, or any of their respective successors, in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings, or for the winding up or liquidation of its affairs, and any such decree or order continues unstayed and in effect for a period of 60 consecutive days; or (dv) The the consent by Servicer, Seller, Transferor, or any of their respective successors, to the appointment of a conservator, receiver, liquidator or trustee in any bankruptcy, receivership, conservatorship, insolvency or similar proceedings of or relating to such Person or relating to substantially all of its property, the admission in writing by such Person of its inability to pay its debts generally as they become due, the filing by such Person of a petition to take advantage of any applicable bankruptcy, receivership, conservatorship, insolvency or similar statute, the making by such Person of an assignment for the benefit of its creditors or the voluntary suspension by such Person of payment of its obligations. Upon the occurrence of an Insolvency any Servicer Termination Event, and so long as a Servicer Termination Event shall not have been remedied, either Trustee, or the Majority Holders, by notice then given in writing to Servicer, may terminate all of the rights and obligations of Servicer (other than the obligations set forth in Section 7.2) 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 Certificates or the Trust Property or otherwise, shall pass to and be vested in Trustee or such successor Servicer as may be appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee shall be authorized and empowered to execute and deliver, on behalf of Servicer; provided, howeveras 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 Receivable Files or the Physical Damage Insurance Policies, the certificates of title to the Financed Vehicles, or otherwise. Servicer shall cooperate with Trustee or any successor Servicer in effecting the termination of its responsibilities and rights as Servicer under this Agreement, including the transfer to Trustee or any successor Servicer for administration of all cash amounts that are at the time held by Servicer for deposit, shall have been deposited by Servicer in the Collection Account, or thereafter shall be received with respect to a delay Receivable, all Receivable Files and all information or failure documents that Trustee or such successor Servicer may require. In addition, Servicer shall 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 transfer to the successor Servicer all other records, correspondence and documents necessary for the continued servicing of performance referred to under clause (a) above for a period the Receivables in the manner and at such times as the successor Servicer shall reasonably request. All reasonable out-of-pocket costs and expenses incurred by the successor Servicer in connection with the transfer of 10 days or clause (b) or (c) above for a period servicing shall be paid by the predecessor Servicer upon presentation of 30 days will not constitute a Servicer Termination Event if reasonable documentation of such delay or failure was caused by force majeure or other similar occurrencecosts and expenses.

Servicer Termination Events. (a) For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (ai) Any failure by the Servicer to deposit into any the Collection Account any proceeds or any payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five two (2) Business days after written notice is received Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer or after discovery of such failure by a Responsible Officer of to deliver to the Owner Trustee, the Indenture Trustee, and the Seller the Servicer’s Monthly Certificate by the applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days; (biv) Failure failure on the part of the Servicer duly to observe or perform, in perform any material respect, any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) could materially and adversely affects affect the rights of the Securityholders Noteholders and (ii) continues unremedied for a period of 60 thirty (30) days after after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer or after Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or the Noteholders evidencing not less than 50holding at least 25% of the Note Balance of the Outstanding Amount Notes of the Controlling Class of NotesClass; (cv) If the Servicer shall cease to be an Eligible Servicer; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer has assigned or delegated any representation of its obligations under this Agreement or warranty any Basic Document other than (A) in accordance with the terms herein and/or therein, as applicable, or (B) pursuant to the written consent of Noteholders holding at least a majority of the Servicer, in its capacity as Servicer, made in this Agreement shall prove to be incorrect in any material respect as Note Balance of the time when Outstanding Notes of the same shall Controlling Class; or (viii) the Servicer has failed to obtain or maintain all licenses and approvals necessary for the conduct of its business in the jurisdictions where the failure to do so could reasonably be expected to have been made and the incorrectness of such representation or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrenceNoteholders.

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”: (a) Any failure by the Servicer to deposit into any Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of this Agreement that continues unremedied for a period of five Business days after written notice is received by the Servicer or after discovery of such failure by a Responsible Officer of the Servicer; (b) Failure on the part of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues unremedied for a period of 60 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Controlling Class of Notes; (c) If any representation or warranty of the Servicer, in its capacity as Servicer, made in this Agreement 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 or warranty has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 days after discovery thereof by a Responsible Officer of the Servicer or receipt by the Servicer of written notice thereof from the Indenture Trustee or the Noteholders representing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.. 41 (2012-C Sale and Servicing Agreement)

Servicer Termination Events. For purposes of this Agreement, the occurrence and continuance of If any one of the following shall constitute a “events ("Servicer Termination Event”Events") shall occur and be continuing: (ai) Any failure by the Servicer or, for so long as LBAC is the Servicer, the Transferor, to deliver to the Trust Collateral Agent for payment to Noteholders or deposit into any in the Spread Account any proceeds or payment required to be so delivered or to direct the Indenture Trustee to make the required payment from any Account under the terms of the Notes, the Purchase Agreement or this Agreement (including deposits of Purchase Amounts) that continues shall continue unremedied for a period of five two Business days Days after written notice is received by the Servicer from the Trust Collateral Agent [or the Note Insurer] or after discovery of such failure by a Responsible Officer the Servicer (but in no event later than the five Business Days after the Servicer is required to make such delivery or deposit); or (ii) The Servicer's Certificate required by Section 4.9 shall not have been delivered to the Trust Collateral Agent [and the Note Insurer] within one Business Day of the date such Servicer;'s Certificate is required to be delivered; or the statement required by Section 4.10 or the report required by Section 4.11 shall not have been delivered within five (5) days after the date such statement or report, as the case may be, is required to be delivered; or (biii) Failure on the part of the Servicer to observe its covenants and agreements set forth in Section 8.3 or, for so long as LBAC is the Servicer, failure on the part of the Transferor to observe its covenants and agreements set forth in Section 7.3; or (iv) Failure on the part of LBAC, the Servicer or, for so long as LBAC is the Servicer, the Transferor, as the case may be, duly to observe or perform, to perform in any material respect, respect any other covenants or agreements of LBAC, the Servicer or the Transferor (as the case may be) set forth in the Notes, the Purchase Agreement or in this Agreement, which failure (i) materially and adversely affects the rights of the Securityholders and (ii) continues shall continue unremedied for a period of 60 30 days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the same to be remedied remedied, shall have been given (1) to LBAC, the Servicer or the Transferor (as the case may be), by [the Note Insurer or] the Trust Collateral Agent, or (2) to LBAC, the Servicer or the Transferor (as the case may be), and to the Servicer Trust Collateral Agent [and the Note Insurer] by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 5025% of the Outstanding Amount of the Controlling Class of Notes;Note Balance; or (cv) If The entry of a decree or order for relief by a court or regulatory authority having jurisdiction in respect of LBAC or the Servicer (or, so long as LBAC is the Servicer, the Transferor, or any representation or warranty of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) in an involuntary case under the federal bankruptcy laws, as now or 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 LBAC, the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or of any substantial part of their respective properties or ordering the winding up or liquidation of the affairs of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or the commencement of an involuntary case under the federal or state bankruptcy, insolvency or similar laws, as now or hereafter in effect, or another present or future, federal or state bankruptcy, insolvency or similar law with respect to LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) and such case is not dismissed within 60 days; or (vi) The commencement by LBAC or the Servicer (or, so long as LBAC is the Servicer, the Transferor or any of the Servicer's other Affiliates, if the Servicer's ability to service the Receivables is adversely affected thereby) 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 LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) or of any substantial part of its capacity property or the making by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) of an assignment for the benefit of creditors or the failure by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) generally to pay its debts as such debts become due or the taking of corporate action by LBAC or the Servicer (or the Transferor or any other Affiliate of LBAC, if applicable) in furtherance of any of the foregoing; or (vii) Any representation, warranty or statement of LBAC or the Servicer or, for so long as LBAC is the Servicer, the Transferor, made in this Agreement and, with respect to LBAC and the Transferor, the Purchase Agreement or in each case 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 (excluding, however, any representation or warranty set forth in Section 3.2(b) of the Purchase Agreement), and the incorrectness of such representation representation, warranty or warranty statement has a material adverse effect on the Issuer or the Noteholders and such failure continues unremedied for 90 and, within 30 days after discovery written notice thereof by a Responsible Officer of shall have been given (1) to LBAC, the Servicer or receipt the Transferor (as the case may be) by the Servicer of written notice thereof from the Indenture Trustee Trust Collateral Agent [or the Note Insurer] or (2) to LBAC, the Servicer or the Transferor (as the case may be), and to the Trust Collateral Agent [and the Note Insurer] by the Noteholders representing evidencing not less than 50% of the Outstanding Amounts of the Notes; or (d) The occurrence of an Insolvency Event with respect to the Servicer; provided, however, that a delay or failure of performance referred to under clause (a) above for a period of 10 days or clause (b) or (c) above for a period of 30 days will not constitute a Servicer Termination Event if such delay or failure was caused by force majeure or other similar occurrence.than