Common use of Servicing Defaults Clause in Contracts

Servicing Defaults. Each of the following shall constitute a “Servicing Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Owner Trustee to make any required distribution therefrom, which failure continues unremedied for a period of five Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement, which failure (i) materially and adversely affects the rights of Securityholders and (ii) continues unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer, the Indenture Trustee and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such inaccuracy has a material adverse effect on the rights of the Securityholders and such material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (e) the consent by the Servicer 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 Depositor or the Servicer or of or relating to substantially all of their respective 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of all or substantially all of its obligations. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a) for a period of 10 Business Days, or under Section 8.1(b) or (c) for a period of 60 days, if the delay or failure giving rise to such Servicing Default was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Pooling and Servicing Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders with prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.

Servicing Defaults. Each of the following shall constitute a “Servicing Default”: (a) any failure by the Servicer to deliver to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Owner Trustee to make any required distribution therefrom, which failure continues unremedied for a period of five Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement, which failure (i) materially and adversely affects the rights of Securityholders and (ii) continues unremedied for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee, or to the Servicer, the Indenture Trustee and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Monthly Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Monthly Distribution Date or after discovery of such failure by an officer of the Servicer; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such inaccuracy has a material adverse effect on the rights of the Securityholders and such material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Servicer, in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (e) the consent by the Servicer 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 Depositor or the Servicer or of or relating to substantially all of their respective 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of all or substantially all of its obligations. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a) for a period of 10 Business Days, or under Section 8.1(b) or (c) for a period of 60 days, if the delay or failure giving rise to such Servicing Default was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Pooling and Servicing Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders with prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.

Servicing Defaults. Each If any one of the following shall constitute events (a “"Servicing Default”") shall occur and be continuing with respect to the Servicer: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to the Indenture Trustee for deposit in any of the Designated Accounts give instructions or to give notice to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make such payment, transfer or deposit or to give notice to the Owner Trustee or the Indenture Trustee as to make any required distribution therefrom, which failure continues unremedied for a period of action to be taken under any Enhancement Agreement on or before the date occurring five Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicerthis Agreement; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, Agreement which has a material adverse effect on the Pooling and Servicing Agreement, the Indenture or the Trust AgreementNoteholders of any Series, which failure (i) materially and adversely affects the rights of Securityholders and (ii) continues unremedied for a period of 90 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or the Servicer shall delegate its duties under this Agreement, or to the Servicer, the Indenture Trustee except as permitted by Sections 3.1 and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer6.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves shall prove to have been incorrect when made and such inaccuracy made, which has a material adverse effect on the rights of the Securityholders Noteholders of any Series and such which material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) the entry Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, 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 its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator for the Servicer, or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of their respective its affairs, shall have been entered against the Servicer and the continuance of any such decree or order unstayed and shall have remained in effect for a period of 90 consecutive days; or (e) the consent by the Servicer to the appointment of a conservator force undischarged or receiver or liquidator in any insolvencyunstayed, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Servicer or of or relating to substantially all of their respective 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 insolvencybankruptcy, bankruptcy insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. In the event any Servicing Default occurs, so long as the Servicing Default shall not have been remedied, the Indenture Trustee, by notice then given in writing to the Servicer (a "Termination Notice") with a copy to the Owner Trustee, may terminate all or substantially but not less than all of the rights and obligations (other than its obligationsobligations that have accrued up to the time of such termination) of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Indenture Trustee pursuant to Section 7.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer (a "Servicing Transfer") and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a7.1(a) for a period of 10 Business Days, Days or under Section 8.1(b7.1(b) or (c) for a period of 60 daysBusiness Days, shall not constitute a Servicing Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer and such Servicing Default delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Pooling and Servicing Agreement and the Servicer shall provide the Owner Trustee, Indenture Trustee, the Owner Trusteeany Agents, any Enhancement Providers, the Depositor Transferor and the Securityholders Noteholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.

Servicing Defaults. Each If any one of the following shall constitute events ------------------ (a “"Servicing Default”") shall occur and be continuing with respect to the ----------------- Servicer: (a) any failure by the Master Servicer to deliver make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Owner Trustee to make such payment, transfer or deposit or to give notice to the Trustee as to any action to be taken under any Enhancement Agreement on or before the date occurring five days after the date such payment, transfer or deposit or such instruction or notice is required distribution therefromto be made or given, as the case may be, under the terms of this Agreement; (b) failure on the part of the Master Servicer duly to observe or perform any other covenants or agreements of the Master Servicer set forth in this Agreement which has a material adverse effect on the Investor Certificateholders of any Series, which failure continues unremedied for a period of five Business Days after written notice is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer of the Servicer; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenant or agreement of the Servicer set forth in this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement, which failure (i) materially and adversely affects the rights of Securityholders and (ii) continues unremedied for a period of 90 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee Trustee; or the Owner TrusteeMaster Servicer shall delegate its duties under this Agreement, or to the Servicer, the Indenture Trustee except as permitted by Sections 3.01 and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer8.07; (c) any representation, warranty or certification made by the Master Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves shall prove to have been incorrect when made and such inaccuracy made, which has a material adverse effect on the rights of the Securityholders Investor Certificateholders of any Series and such which material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or the Owner Trustee; or; (d) the entry Master Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Master Servicer or of or relating to all or substantially all of its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator for the Servicer, or other similar official in any insolvency, readjustment of debt, marshaling marshalling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of their respective its affairs, shall have been entered against the Master Servicer and the continuance of any such decree or order unstayed and shall have remained in effect for a period of 90 consecutive days; or (e) the consent by the Servicer to the appointment of a conservator force undischarged or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Servicer or of or relating to substantially all of their respective propertyunstayed; or the Master 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 insolvencybankruptcy, bankruptcy insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations; then, in the event of any Servicing Default, so long as the Servicing Default shall not have been remedied, the Trustee, by notice then given in writing to the Master Servicer (a "Termination Notice"), ------------------ may terminate all or substantially but not less than all of the rights and obligations (other than its obligationsobligations that have accrued up to the time of such termination) of the Master Servicer as Master Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Master Servicer of a Termination Notice, and on the date that a Successor Master Servicer shall have been appointed by the Trustee pursuant to Section 10.02, all authority and power of the Master Servicer under this Agreement shall pass to and be vested in a Successor Master Servicer (a "Servicing Transfer") and, without limitation, the ------------------ Trustee is hereby authorized and empowered (upon the failure of the Master Servicer to cooperate) to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Master Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Master Servicer agrees to cooperate with the Trustee and such Successor Master Servicer in effecting the termination of the responsibilities and rights of the Master Servicer to conduct servicing hereunder, including the transfer to such Successor Master Servicer of all authority of the Master Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Master Servicer for deposit, or which have been deposited by the Master Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Master Servicer. The Master Servicer shall promptly 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 and shall promptly transfer to the Successor Master Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Master Servicer shall reasonably request. To the extent that compliance with this Section 10.01 shall require the Master Servicer to disclose to the Successor Master Servicer information of any kind which the Master Servicer reasonably deems to be confidential, the Successor Master Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Master Servicer shall deem necessary to protect its interest. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a10.01(a) for a period of 10 Business Days, Days or under Section 8.1(b10.01(b) or (c) for a period of 60 daysBusiness Days, shall not constitute a Servicing Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Master Servicer and such Servicing Default delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Master Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Pooling and Servicing Agreement and the Master Servicer shall provide the Indenture Trustee, the Owner Trusteeany Agents, any Enhancement Providers, the Depositor Transferor and the Securityholders Certificateholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Master Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.

Servicing Defaults. Each If any one of the following shall constitute events (a “"Servicing Default”") shall occur and be continuing with respect to the Servicer: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to the Indenture Trustee for deposit in any of the Designated Accounts give instructions or to give notice to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make such payment, transfer or deposit or to give notice to the Owner Trustee or the Indenture Trustee as to make any required distribution therefrom, which failure continues unremedied for a period of action to be taken under any Enhancement Agreement on or before the date occurring five Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicerthis Agreement; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, Agreement which has a material adverse effect on the Pooling and Servicing Agreement, the Indenture or the Trust AgreementNoteholders of any Series, which failure (i) materially and adversely affects the rights of Securityholders and (ii) continues unremedied for a period of 90 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or the Servicer shall delegate its duties under this Agreement, or to the Servicer, the Indenture Trustee except as permitted by Sections 3.1 and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer6.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves shall prove to have been incorrect when made and such inaccuracy made, which has a material adverse effect on the rights of the Securityholders Noteholders of any Series and such which material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) the entry Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, 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 its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator for the Servicer, or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of their respective its affairs, shall have been entered against the Servicer and the continuance of any such decree or order unstayed and shall have remained in effect for a period of 90 consecutive days; or (e) the consent by the Servicer to the appointment of a conservator force undischarged or receiver or liquidator in any insolvencyunstayed, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Servicer or of or relating to substantially all of their respective 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, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of all or substantially all of its obligations. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a) for a period of 10 Business Days, or under Section 8.1(b) or (c) for a period of 60 days, if the delay or failure giving rise to such Servicing Default was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Agreement and the Pooling and Servicing Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor and the Securityholders with prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.applicable

Servicing Defaults. Each Any of the following events shall constitute a “Servicing Default”: (a) any failure by the Servicer to deliver make any payment, transfer or deposit, or to the Indenture Trustee for deposit in any of the Designated Accounts or give instructions to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Owner Trustee to make any required distribution therefrompayment, which failure continues unremedied for a period of transfer or deposit or to give instructions to the Owner Trustee or the Indenture Trustee as to any action to be taken under any Enhancement Agreement on or before the date occurring five Business 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 from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicerthis Agreement; (b) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement, Agreement which failure (i) materially has a material adverse effect on the Noteholders of any Series and adversely affects the rights of Securityholders and (ii) which continues unremedied for a period of 90 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or the Servicer shall delegate its duties under this Agreement, or to the Servicer, the Indenture Trustee except as permitted by Sections 3.1 and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer6.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves shall prove to have been incorrect when made and such inaccuracy made, which has a material adverse effect on the rights of the Securityholders Noteholders of any Series and such the material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) a Bankruptcy Event shall have occurred with respect to the entry Servicer. In the event any Servicing Default occurs, so long as the Servicing Default shall not have been remedied, the Indenture Trustee, by notice then given in writing to the Servicer (a “Termination Notice”) with a copy to the Owner Trustee, may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Servicer of a decree Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Indenture Trustee pursuant to Section 7.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer (a “Servicing Transfer”) and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or order otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by a court the Servicer for deposit, or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for which have been deposited by the Servicer, in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedingsthe Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the winding up or liquidation continued servicing of their respective affairs, the Receivables in the manner and at such times as the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (e) Successor Servicer shall reasonably request. To the consent by extent that compliance with this Section 7.1 shall require the Servicer 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 disclose to the Depositor or Successor Servicer information of any kind which the Servicer or of or relating reasonably deems to substantially all of their respective property; or be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall admit in writing deem necessary to protect its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of all or substantially all of its obligationsinterest. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a7.1(a) for a period of 10 Business Days, Days or under Section 8.1(b7.1(b) or (c) for a period of 60 daysBusiness Days, shall not constitute a Servicing Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer and such Servicing Default delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, vandalism, public disorder, rebellion or sabotage, accidents, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining parts or suitable equipment, material, labor or transportation, acts of subcontractors, interruption of utility services, acts of any unit of governmental agency, or other similar causesor dissimilar occurrences. 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 Pooling and Servicing Agreement and the Servicer shall provide the Owner Trustee, Indenture Trustee, the Owner Trusteeany Agents, the Depositor Residual Interestholder, the Rating Agencies, any Enhancement Providers, the Transferor and the Securityholders Noteholders with an Officers’ Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.

Servicing Defaults. Each If any one of the following shall constitute events (a “Servicing Default”) shall occur and be continuing with respect to the Servicer: (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to give instructions or to give notice to the Indenture Trustee for deposit in any of the Designated Accounts or to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Owner Trustee to make any required distribution therefrompayment, transfer or deposit under the terms of this Agreement, which failure continues unremedied for a period of five Business Days after written notice thereof is received by the Servicer from the Indenture Trustee or the Owner Trustee or after discovery of such failure by an officer a Responsible Officer of the Servicer; (b) any failure on the part of by the Servicer to duly to observe or perform in its covenant not to create any material respect Lien on any other covenant or agreement Receivable which failure (i) materially and adversely affects the rights of the Interestholders and (ii) continues unremedied for a period of 60 days after written notice thereof is received by the Servicer; provided, however, that a “Servicer set forth Default” shall not be deemed to have occurred if the Seller or the Servicer shall have (x) repurchased the related Receivables or, if applicable, all Receivables during such period in accordance with the provisions of this Agreement, Agreement or (y) made a Deemed Collection Payment with respect to any such Receivable within such 60-day period; (c) failure by the Pooling and Servicing AgreementServicer to deliver to the Owner Trustee, the Indenture or Trustee and the Trust AgreementSeller the Payment Date Statement by the applicable Determination Date, which failure (i) materially and adversely affects the rights of Securityholders the Interestholders and (ii) continues unremedied for a period of 90 days five Business Days after knowledge thereof by 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 Indenture Owner Trustee or the Owner Indenture Trustee, or to the Servicer, the Indenture Trustee and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer; (cd) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this the Agreement proves shall prove to have been incorrect when made made, which (i) materially and such inaccuracy has a material adverse effect on adversely affects the rights of the Securityholders Interestholders of any Series and such material adverse effect (ii) continues unremedied for a period of 60 days after the date on which written notice thereof, of such failure requiring the same to be remedied, remedied shall have been given to the Servicer by any of the Indenture Owner Trustee or the Indenture Trustee; provided, however, that a “Servicer Default” shall not be deemed to have occurred if the Seller or the Servicer shall have (x) repurchased the related Receivables or, if applicable, all Receivables during such period in accordance with the provisions of this Agreement or (y) made a Deemed Collection Payment with respect to any such Receivable within such 60-day period; (e) failure on the part of the Servicer duly to observe or perform any other covenants or agreements of the Servicer set forth in this Agreement, which failure (i) materially and adversely affects the rights of the Interestholders 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 or the Indenture Trustee; or (df) the entry occurrence of an Insolvency Event with respect to the Servicer. If any Servicing Default occurs, so long as the Servicing Default shall not have been remedied, the Indenture Trustee, by notice then given in writing to the Servicer (a “Termination Notice”), with a copy to the Owner Trustee, may terminate all but not less than all of the rights and obligations (other than its obligations that have accrued up to the time of such termination) of the Servicer as Servicer under this Agreement. After receipt by the Servicer of a decree Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Indenture Trustee pursuant to Section 7.2, all rights (including rights to the Servicing Fee), authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer (a “Servicing Transfer”). The Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or order otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Conveyed Receivables provided for under this Agreement, including all authority over all Collections that shall on the date of transfer be held by a court the Servicer for deposit, or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for that have been deposited by the Servicer, in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedingsthe Collection Account, or that shall thereafter be received with respect to the Conveyed Receivables, and in assisting the Successor Servicer. The Servicer shall promptly transfer its electronic records relating to the Conveyed Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the winding up or liquidation continued servicing of their respective affairs, the Conveyed Receivables in the manner and at such times as the continuance of any such decree or order unstayed and in effect for a period of 90 consecutive days; or (e) Successor Servicer shall reasonably request. To the consent by extent that compliance with this Section 7.1 shall require the Servicer 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 disclose to the Depositor or Successor Servicer information of any kind that the Servicer or of or relating reasonably deems to substantially all of their respective property; or be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall admit in writing deem necessary to protect its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency, bankruptcy or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of all or substantially all of its obligationsinterest. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a7.1(a) for a period of 10 five Business Days, under Section 7.1(c) for a period of five Business Days or under Section 8.1(b7.1(b), (d) or (ce) for a period of 60 days, shall not constitute a Servicing Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer and such Servicing Default delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, vandalism, public disorder, rebellion or sabotage, accidents, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods snowstorms, floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining parts or suitable equipment, material, labor or transportation, acts of subcontractors, interruption of utility services, acts of any unit of governmental agency, or other similar causesoccurrences. 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 Pooling and Servicing Agreement and the Servicer shall provide the Indenture Trustee, the Owner Trustee, the Depositor Indenture Trustee, any Agent, the Residual Interestholder, the Rating Agencies, the Seller and the Securityholders Interestholders with an Officer’s Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies Indenture Trustee in writing of any Servicing Default, together with a reasonable description thereof and a statement of the actions the Servicer intends to take in respect of such Servicing Default.

Servicing Defaults. Each Any of the following events shall constitute a “"Servicing Default”": (a) any failure by the Servicer to deliver make any payment, transfer or deposit, or to the Indenture Trustee for deposit in any of the Designated Accounts or give instructions to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee or the Owner Trustee to make any required distribution therefrompayment, which failure continues unremedied for a period of transfer or deposit or to give instructions to the Owner Trustee or the Indenture Trustee as to any action to be taken under any Enhancement Agreement on or before the date occurring five Business 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 from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicerthis Agreement; (b) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, the Pooling and Servicing Agreement, the Indenture or the Trust Agreement, Agreement which failure (i) materially has a material adverse effect on the Noteholders of any Series and adversely affects the rights of Securityholders and (ii) which continues unremedied for a period of 90 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or the Servicer shall delegate its duties under this Agreement, or to the Servicer, the Indenture Trustee except as permitted by Sections 3.1 and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer6.7; (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves shall prove to have been incorrect when made and such inaccuracy made, which has a material adverse effect on the rights of the Securityholders Noteholders of any Series and such the material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) the entry Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, 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 its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator for the Servicer, or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of their respective its affairs, shall have been entered against the Servicer and the continuance of any such decree or order unstayed and shall have remained in effect for a period of 90 consecutive days; or (e) the consent by the Servicer to the appointment of a conservator force undischarged or receiver or liquidator in any insolvencyunstayed, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Servicer or of or relating to substantially all of their respective 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 insolvencybankruptcy, bankruptcy insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. In the event any Servicing Default occurs, so long as the Servicing Default shall not have been remedied, the Indenture Trustee, by notice then given in writing to the Servicer (a "Termination Notice") with a copy to the Owner Trustee, may terminate all or substantially but not less than all of the rights and obligations (other than its obligationsobligations that have accrued up to the time of such termination) of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Indenture Trustee pursuant to Section 7.2, all authority and power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer (a "Servicing Transfer") and, without limitation, the Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.1 shall require the Servicer to disclose to the Successor Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a7.1(a) for a period of 10 Business Days, Days or under Section 8.1(b7.1(b) or (c) for a period of 60 daysBusiness Days, shall not constitute a Servicing Default if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer and such Servicing Default delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, vandalism, public disorder, rebellion or sabotage, accidents, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining parts or suitable equipment, material, labor or transportation, acts of subcontractors, interruption of utility services, acts of any unit of governmental agency, or other similar causesor dissimilar occurrences. 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 Pooling and Servicing Agreement and the Servicer shall provide the Owner Trustee, Indenture Trustee, the Owner Trusteeany Agents, the Depositor Residual Interestholder, the Rating Agencies, any Enhancement Providers, the Transferor and the Securityholders Noteholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.

Servicing Defaults. Each If any one of the following shall constitute events (a “------------------ "Servicing Default”:") shall occur and be continuing with respect to the Servicer: ----------------- (a) any failure by the Servicer to deliver make any payment, transfer or deposit or to the Indenture Trustee for deposit in any of the Designated Accounts give instructions or to give notice to the Owner Trustee for deposit in the Certificate Distribution Account any required payment or to direct the Indenture Trustee to make such payment, transfer or deposit or to give notice to the Owner Trustee or the Indenture Trustee as to make any required distribution therefrom, which failure continues unremedied for a period of action to be taken under any Enhancement Agreement on or before the date occurring five Business Days after written the date such payment, transfer or deposit or such instruction or notice is received by required to be made or given, as the Servicer from case may be, under the Indenture Trustee or the Owner Trustee or after discovery terms of such failure by an officer of the Servicerthis Agreement; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenant covenants or agreement agreements of the Servicer set forth in this Agreement, Agreement which has a material adverse effect on the Pooling and Servicing Agreement, the Indenture or the Trust AgreementNoteholders of any Series, which failure (i) materially and adversely affects the rights of Securityholders and (ii) continues unremedied for a period of 90 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or the Servicer shall delegate its duties under this Agreement, or to the Servicer, the Indenture Trustee except as permitted by Sections 3.1 ------------ and the Owner Trustee by Noteholders whose Notes evidence not less than 25% of the Outstanding Amount of the Notes as of the close of the preceding Distribution Date or by Certificateholders whose Certificates evidence not less than 25% of the Voting Interests as of the close of the preceding Distribution Date or after discovery of such failure by an officer of the Servicer;6.7; --- (c) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves shall prove to have been incorrect when made and such inaccuracy made, which has a material adverse effect on the rights of the Securityholders Noteholders of any Series and such which material adverse effect continues for a period of 60 days after the date on which written notice thereof, requiring the same to be remedied, shall have been given to the Servicer by the Indenture Trustee or the Owner Trustee; or (d) the entry Servicer shall consent to the appointment of a conservator or receiver or liquidator or other similar official in any bankruptcy, 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 its property, or a decree or order by of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, conservator or receiver or liquidator for the Servicer, or other similar official in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding winding-up or liquidation of their respective its affairs, shall have been entered against the Servicer and the continuance of any such decree or order unstayed and shall have remained in effect for a period of 90 consecutive days; or (e) the consent by the Servicer to the appointment of a conservator force undischarged or receiver or liquidator in any insolvencyunstayed, readjustment of debt, marshaling of assets and liabilities, or similar proceedings of or relating to the Depositor or the Servicer or of or relating to substantially all of their respective 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 insolvencybankruptcy, bankruptcy insolvency or reorganization statute, make an any assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. In the event any Servicing Default occurs, so long as the Servicing Default shall not have been remedied, the Indenture Trustee, by notice then given in writing to the Servicer (a "Termination Notice") with a copy to the ------------------ Owner Trustee, may terminate all or substantially but not less than all of the rights and obligations (other than its obligationsobligations that have accrued up to the time of such termination) of the Servicer as Servicer under this Agreement and in and to the Receivables and the proceeds thereof. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Indenture Trustee pursuant to Section 7.2, all authority and ----------- power of the Servicer under this Agreement shall pass to and be vested in a Successor Servicer (a "Servicing Transfer") and, without limitation, the ------------------ Indenture Trustee is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Servicing Transfer. The Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections which shall on the date of transfer be held by the Servicer for deposit, or which have been deposited by the Servicer, in the Collection Account, or which shall thereafter be received with respect to the Receivables, and in assisting the Successor Servicer. The Servicer shall promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer shall reasonably request. To the extent that compliance with this Section 7.1 shall require the Servicer to disclose to the Successor ----------- Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest. Notwithstanding the foregoing, there shall be no Servicing Default where a Servicing Default would otherwise exist due to a delay in or failure of performance under Section 8.1(a7.1(a) for a period of 10 Business Days, Days or under Section 8.1(b7.1(b) or ------------- -------------- (c) for a period of 60 daysBusiness Days, shall not constitute a Servicing Default --- if the such delay or failure giving rise to could not be prevented by the exercise of reasonable diligence by the Servicer and such Servicing Default delay or failure was caused by an act of God or the public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes. The preceding sentence shall not relieve the Servicer from using its best efforts to perform its respective obligations in a timely manner in accordance with the terms of this Agreement and the Pooling and Servicing Agreement and the Servicer shall provide the Owner Trustee, Indenture Trustee, the Owner Trusteeany Agents, the Depositor Residual Interestholder, the Rating Agencies, any Enhancement Providers, the Transferor and the Securityholders Noteholders with an Officers' Certificate giving prompt notice of such failure or delay by it, together with a description of its efforts so to perform its obligations. The Servicer shall immediately notify the Indenture Trustee, the Owner Trustee and the Rating Agencies in writing of any Servicing Default.