Common use of Events of Servicer Termination Clause in Contracts

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given by the Purchasers or the Administrative Agent to Master Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error); (h) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (i) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (j) Master Servicer shall, assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative Agent; then, and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicers. Upon the delivery of any such notice, all authority and power of the Servicers under this Transfer Agreement and the Purchase Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided that, notwithstanding anything to the contrary herein, Master Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master Servicer in accordance with Section 11.02.

Events of Servicer Termination. (a) If any of the following events (each, each an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor):continuing: (a) Master Servicer shall (i) fail any failure by the Servicer to make any payment, transfer or deposit, or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, relating to the payment of the interest or principal balance of any Note or the payment of any amount payable to a Series Support Provider, in either case, on or before the first Business Day following the date such payment, transfer or deposit or such instruction or notice is required to be made by it or given, as the case may be, under the terms of this Transfer Master Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, applicable Series Supplement; or (ii) the Servicer shall fail to deliver any reports required to be delivered by it under this Transfer Agreement perform or observe any other material term, covenant or agreement hereunder or in any Series Related Document (including, without limitation, any Investment Base Certificateother than as described in clause (i) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Dayabove), and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following 30 calendar days after the earlier to occur receipt by the Servicer of an Authorized Officer of the Master Servicer becoming aware written notice of such breach and failure from the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or Trustee; (iii) fail any representation, warranty, certification or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given statement made by the Purchasers or the Administrative Agent to Servicer in this Master Servicer; (b) a default or breach shall occur (after giving effect to all applicable noticeAgreement, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master Servicer herein or in any other Series Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or document delivered by Master Servicer to any Affected Party pursuant hereto or thereto is untrue or shall prove to have been incorrect in any material respect as of the date when made (or deemed made (other than inadvertent errors that are cured made), and such situation, if susceptible to cure, is not remedied within one Business Day 30 calendar days after MRFC, receipt by the Master Servicer or any Originator becomes aware of written notice of such error)situation from the Trustee; (hiv) an Insolvency Event shall occur with respect to the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;Servicer; or (iv) a Termination Series Event of Default shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (j) Master Servicer shall, assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative Agent; occur. then, and in any such eventeach and every case, so long as an Event of Servicer Termination shall be continuing, the Administrative Agent shallTrustee may, and, at the request ofdirection of the Majority Control Parties, or mayshall, with by notice (the consent of, "Servicer Termination Notice") then given in writing to the Requisite PurchasersServicer, terminate the servicing responsibilities of any or all all, but not less than all, of the Servicers hereunder, by delivery rights and obligations of the Servicer under this Master Agreement and each Series Related Document. (b) On and after the time the Servicer receives a Servicer Termination Notice pursuant to MRFC and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicers. Upon the delivery of any such noticethis Section 9.01, all authority and power of the Servicers Servicer under this Transfer Master Agreement and each Series Related Document, whether with respect to the Purchase Agreement Notes or each Series Trust Estate or otherwise, shall pass to and be vested in the Successor successor Servicer acting appointed pursuant to Section 11.02; provided that9.02 hereof and, notwithstanding anything without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the contrary hereinServicer, Master 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 Servicer Termination Notice, whether to complete the transfer of each Series Trust Estate and related documents or otherwise. The Servicer agrees to continue 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 follow the procedures set forth successor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in Section 7.02 any Advance Payment Account or Facility Account or thereafter received with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed related Series Trust Estate. To assist the responsibilities and obligations of Master successor Servicer in accordance enforcing all rights with respect to any Related Security or under Broker Agreements and Insurance Policies to the extent that they relate to the Contracts, the Servicer, at its own expense, shall transfer its electronic records relating to such Contracts to the successor Servicer in such electronic form as the successor Servicer may reasonably request and shall transfer the related Contract Files and all other records, correspondence and documents relating to the Contracts that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. In addition to any other amounts that are then payable to the Servicer under this Master Agreement or any Series Related Document, the Servicer shall be entitled to receive reimbursement for any unreimbursed Servicer Advances made during the period prior to the delivery of a Servicer Termination Notice pursuant to this Section 11.029.01.

Events of Servicer Termination. If any of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an the Originator or as Master the Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given by the Purchasers or the Administrative Agent to Master the Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master the Servicer to any Affected Party the Purchasers or the Administrative Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors made; provided that are cured within one Business Day after MRFCa breach of any representation, warranty or covenant related to the Master Servicer or any Originator becomes aware Receivables shall not be deemed a breach to the extent such Receivable has been adjusted in accordance with Section 3.2 of such error)the Sale and Contribution Agreement; (h) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (ic) a Termination Event shall have occurred and be is continuing or this Transfer Agreement shall have been terminated; (jd) Master the Seller's board of directors shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer shallhereunder and shall have given the Servicer, the Purchasers and the Administrative Agent at least 30 days' written notice thereof;or (i) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase Sale and Contribution Agreement without the prior written consent of the Administrative AgentAgent or (ii) the Administrative Agent shall have determined (A) that any event or condition that materially adversely affects the ability of the Servicer to collect the Transferred Receivables, taken as a whole, or to otherwise perform hereunder has occurred or (B) in its reasonable judgment that a material deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that is material; then, and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate Purchasers or the servicing responsibilities of any or all of the Servicers hereunderAdministrative Agent, by delivery of a Servicer Termination Notice to MRFC the Seller and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Sale and Contribution Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02.

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document hereunder when due and payable and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier more; (ii) fail to occur of an Authorized Officer deliver when due any of the Master Servicer becoming aware of such breach reports required to be delivered pursuant to Section 7.05 or any other report related to the Receivables as required by the other Related Documents and the Master Servicer’s receipt same shall remain unremedied for five (5) Business Days after the date specified for delivery of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), report; or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether other than any provision embodied in its capacity as an Originator or as Master Servicercovered by any other clause of this Section 8.01) and the same shall remain unremedied for three thirty (330) Business Days days or more after written following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof shall have been given by the Purchasers or the Administrative Agent to Master Servicer;thereof; or (b) the Servicer or any Subsidiary which acts as a Sub-Servicer shall fail to pay when due or within any applicable grace period any principal or interest on Debt or any Contingent Obligations or (2) a breach or default of the Servicer or any Subsidiary which acts as a Sub-Servicer shall occur, or any condition or event shall occur, with respect to any Debt or any Contingent Obligations, in each case if the effect of such breach, default or breach shall occur (after giving effect occurrence is to all applicable noticecause or to permit the holder or holders then to cause, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is and/or Contingent Obligations having an aggregate principal amount in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate 5,000,000 to become or be declared due prior to its their stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;or (c1) the Servicer or any Subsidiary which acts as a Sub-Servicer commences a voluntary case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assetsCode, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner consents to the institution entry of proceedings thereunder an order for relief in an involuntary case or to the filing conversion of an involuntary case to a voluntary case under any such petition law or consents to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (other custodian for all or similar official) for any such Person or for any a substantial part of such Person’s assets, its property; or (iii2) make an the Servicer or any Subsidiary which acts as a Sub-Servicer makes any assignment for the benefit of creditors, ; or (iv3) take the board of directors (or equivalent thereof) or the shareholders (or equivalent thereof) of the Servicer or any corporate Subsidiary which acts as a Sub-Servicer adopts any resolution or otherwise authorizes action in furtherance connection with the administration, liquidation, winding-up or dissolution of the Servicer or any Subsidiary which acts as a Sub-Servicer or to approve any of the actions referred to in this Section 8.01(c); or (1) a court enters a decree or order for relief with respect to the Servicer or any Subsidiary which acts as a Sub-Servicer in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or (2) the continuance of any of the foregoing;following events for sixty (60) days unless dismissed, bonded or discharged: (a) an involuntary case is commenced against the Servicer or any Subsidiary which acts as a Sub-Servicer, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (b) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian, administrator or other officer having similar powers over the Servicer or any Subsidiary which acts as a Sub-Servicer, or over all or a substantial part of its property, is entered; or (c) a receiver, trustee or other custodian is appointed without the consent of the Servicer or any Subsidiary which acts as a Sub-Servicer for, or an encumbrance takes possession of, all or a substantial part of the property of the Servicer or any Subsidiary which acts as a Sub-Servicer; or (ie) Master the Servicer or any Subsidiary which acts as a Sub-Servicer generally does not pay its debts as such debts become due or any Authorized Officer thereof admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due;; or (f) a final judgment any money judgment, writ or judgments for the payment warrant of money attachment, or similar process (other than those described elsewhere in excess of $15,000,000 this Section 8.01) involving an amount in the aggregate at any time outstanding shall be rendered in excess of $5,000,000 (to the extent not adequately covered by insurance provided by a reputable and solvent insurance company) is entered or filed against Master the Servicer or any Subsidiary which acts as a Sub-Servicer or any of their respective assets and the same shall notremains undischarged, within 30 unvacated, unbonded or unstayed for a period of thirty (30) days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged in any event later than five (5) Business Days prior to the expiration date of any such stay;proposed sale thereunder; or (i) any information contained in any Investment Borrowing Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate an Immaterial Misstatement, (ii) any information contained in any particular Investment Base Certificate Monthly Report, Weekly Report or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer Daily Report is untrue or incorrect in any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), material respect or (iiiii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment a Borrowing Base Certificate) made or delivered by Master the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of the date when made or deemed made (other than inadvertent errors that are and such representation and warranty, if relating to any Transferred Receivable, has not been cured within one Business Day after MRFC, by the Master Servicer or repurchase of any Originator becomes aware of such error);Transferred Receivable pursuant to Section 4.04; or (h) the Administrative Agent Buyer shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;; or (i) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;; or (j) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer shallthat the Buyer, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to the Servicer; or (k) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentBuyer; then, and in any such event, the Administrative Agent shall, at the request of, or (l) a Change of Control shall occur; or (m) a default or may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all breach of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicers. Upon the delivery of any such notice, all authority and power of the Servicers under this Transfer Agreement and the Purchase Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided that, notwithstanding anything to the contrary herein, Master Servicer agrees to continue to follow the procedures test set forth in Section 7.02 Annex Z shall occur and (i) such event cannot reasonably be expected to be corrected or reversed within 45 days of the date of such default or breach or (ii) 45 days shall have passed since the date of such default or breach; or (i) Holdings or any of Holdings’ Significant Subsidiaries shall fail to pay when due or within any applicable grace period any principal or interest on Debt or any Contingent Obligations or (2) a breach or default of Holdings or any of Holdings’ Significant Subsidiaries shall occur, or any condition or event shall occur, with respect to Collections on any Debt or any Contingent Obligations, in each case if the Transferred Receivables until effect of such breach, default or occurrence is to cause or to permit the holder or holders then to cause, Debt and/or Contingent Obligations having an aggregate principal amount in excess of $5,000,000 to become or be declared due prior to their stated maturity; (1) Holdings or any of Holdings’ Significant Subsidiaries commences a Successor Servicer has assumed voluntary case under the responsibilities and obligations Bankruptcy Code, or consents to the entry of Master Servicer an order for relief in accordance an involuntary case or to the conversion of an involuntary case to a voluntary case under any such law or consents to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or (2) Holdings or any of Holdings’ Significant Subsidiaries makes any assignment for the benefit of creditors; or (3) the board of directors (or equivalent thereof) or the shareholders (or equivalent thereof) of Holdings or any of Holdings’ Significant Subsidiaries adopts any resolution or otherwise authorizes action in connection with the administration, liquidation, winding-up or dissolution of Holdings or any of Holdings’ Significant Subsidiaries or to approve any of the actions referred to in this Section 11.02.8.01(n)(ii); or (1) a court enters a decree or order for relief with respect to Holdings or any of Holdings’ Significant Subsidiaries in an involuntary case under the Bankruptcy Code, which decree or order is not stayed or other similar relief is not granted under any applicable federal or state law; or (2) the continuance of any of the following events for sixty (60) days unless dismissed, bonded or discharged: (A) an involuntary case is commenced against the Holdings or any of Holdings’ Significant Subsidiaries, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or (B) a decree or order of a court for the appointment of a receiver, liquidator, sequestrator, trustee, custodian, administrator or other officer having similar powers over Holdings or any of Holdings’ Significant Subsidiaries, or over all or a substantial part of its property, is entered; or (C) a receiver, trustee or other custodian is appointed without the consent of Holdings or any of Holdings’ Significant Subsidiaries for, or an encumbrance takes possession of, all or a substantial part of the property of Holdings or any of Holdings’ Significant Subsidiaries; or (iv) Holdings or any of Holdings’ Significant Subsidiaries generally does not pay its debts as such debts become due or any Authorized Officer thereof admits in writing its inability to, or is generally unable to, pay its debts as such debts become due; or

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master the Servicer) and the same shall remain unremedied for three (3) five Business Days or more after written notice thereof shall have been given by the Purchasers any Purchaser Agent or the Administrative Agent to Master the Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master the Servicer to any Affected Party Purchaser, any Purchaser Agent or the Administrative Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error)made; (hc) a default or breach of any of the covenants set forth in Annex 5 shall have occurred; (d) the Administrative Agent shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (ie) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (jf) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer shallthat the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase a Transfer Agreement without the prior written consent of each Purchaser Agent and the Administrative Agent; (h) a Change of Control shall have occurred; or (i) the Seller’s board of directors shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchasers, the Purchaser Agents and the Administrative Agent at least 30 days’ written notice thereof; then, and in any such event, the Administrative Agent shallshallmay, or, at the request of, or may, with the consent of, the Requisite theRequisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereundershall, by delivery of a Servicer Termination Notice to MRFC the Seller and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Agreement Transfer Agreements shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02.

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document hereunder when due and payable and the same shall remain unremedied for one (1) Business Day or more, ; (ii) fail to deliver when due any of the reports required to be delivered by it under this Transfer Agreement pursuant to Section 7.05 or any other report related to the Receivables as required by the other Related Document (including, without limitation, any Investment Base Certificate) Documents and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure same shall remain unremedied for three two (32) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), more; or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether other than any provision embodied in its capacity as an Originator or as Master Servicercovered by any other clause of this Section 8.01) and the same shall remain unremedied for three two (32) Business Days or more following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof from the Administrative Agent; or (b) any of the following shall occur: (i) the Servicer shall fail to make payment of any monetary damage under any Related Document and the same shall remain unremedied for two (2) Business Days or more after written notice thereof shall have been given by the Purchasers or from the Administrative Agent to Master ServicerAgent; (bii) a default the Servicer shall fail or breach neglect to perform, keep or observe any requirement set forth in Sections 4.01(a)(i), 4.03 or 7.04(b)(i) of this Agreement; or (iii) the Servicer shall occur fail or neglect to perform, keep or observe any requirement set forth in Section 4.02(i), Section 7.04(c), 7.04(m) of this Agreement and the same shall remain unremedied for two (2) Business Days after giving effect the date specified for performance of any such requirement; (iv) the Servicer shall fail or neglect to all applicable noticeperform, grace and cure periods) under keep or observe any other agreement, document covenant or instrument other provision of this Agreement or the other Related Documents (other than any provision embodied in or covered by any other clause of this Section 8.01) and the same shall remain unremedied for thirty (30) days or more following the earlier to which Master occur of an Authorized Officer of the Servicer is a party or by which any becoming aware of such Person or its property is bound, breach and such default or breach the Servicer’s receipt of notice thereof; (i) involves the failure to make Servicer shall default in any payment when due in respect of principal of or interest on any Debt (other than excluding any intercompany Debt), beyond the MRFC Secured Obligations) or a portion thereof which is in excess period of a principal amount or committed amount of $15,000,000 grace, if any, provided in the aggregate, instrument or agreement under which such Debt was created or (ii) permits default in the observance or performance of any other agreement or condition relating to any such Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition shall exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Debt (or a trustee or agent on behalf of the holder or holders of such Debt) to cause Debt cause, without the giving of notice if required, or a portion thereof which is in excess of a principal amount or committed any applicable grace period having expired, provided that the aggregate amount of $15,000,000 all such Debt (without duplication of any Debt in the aggregate to respect thereof) which would then become due prior to its stated maturity or prior to its regularly scheduled dates of payment, payable as described in this Section 8.01(c) would equal or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of exceed $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment35,000,000; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;or (cd) a case or proceeding shall have been commenced against Master the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person;, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any of the events described in Section 8.01(d) shall have occurred; or (de) Master the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings thereunder under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any such petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing;; or (if) Master the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due;; or (fg) a one or more final judgment judgments or judgments for decrees shall be entered into against the payment of money in excess of $15,000,000 Servicer involving in the aggregate at any time outstanding a liability (not paid or fully covered by insurance) of $35,000,000 or more to the extent that all such judgments or decrees shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, not have been dis charged or execution thereof vacated, discharged, stayed or bonded pending appeal, or shall not have been discharged prior to appeal within the expiration time required by the terms of any such stay;judgment; or (i) any information contained in any Investment Base Certificate Report is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificatea Report) made or delivered by Master the Servicer to any Affected Secured Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and such representation and warranty (other than inadvertent errors it being understood that are cured within one Business Day after MRFC, the Master Servicer or such materiality threshold shall not be applicable with respect to any Originator becomes aware of such error); (h) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability clause of any Servicer representation or warranty which itself contains a materiality qualification), if relating to collect any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivables or Receivable pursuant to otherwise perform hereunder has occurred;Section 4.04; or (i) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;; or (j) Master the Servicer shall, shall assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentBuyer; or (i) A Reportable Event shall have occurred; (ii) any Plan that is intended to be qualified under Section 401(a) of the Code shall lose its qualification; (iii) a non-exempt Prohibited Transaction shall have occurred with respect to any Plan; (iv) the Servicer or any ERISA Affiliate shall have failed to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan or a required contribution to a Multiemployer Plan, in either case whether or not waived; (v) a determination shall have been made that any Single Employer Plan is, or is expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (vi) the Servicer or any ERISA Affiliate shall have incurred any liability under Title IV of ERISA with respect to the termination of any Single Employer Plan, including but not limited to the imposition of any Lien in favor of the PBGC or any Single Employer Plan; (vii) the Servicer or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan the Servicer or ERISA Affiliate does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner; or (viii) the Servicer or any ERISA Affiliate shall have received from the sponsor of a Multiemployer Plan a determination that such Multiemployer Plan is, or is expected to be, Insolvent, in Reorganization, terminated, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA; and in each case in clauses (i) through (viii) above, such event or condition, together with all other such events or conditions if any, would result in a Material Adverse Effect; or (l) a Change of Control shall occur; then, and in any such event, the Administrative Agent shall, at the request of, or Buyer may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.029.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.029.02.

Events of Servicer Termination. If any of the ------------------------------ following events (each, an “"Event of Servicer Termination”") shall occur and be continuing ----------------------------- (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an the CGS Originator or as Master the Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given by the Purchasers Purchaser, the Operating Agent or the Administrative Collateral Agent to Master the Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master the Servicer to any Affected Party the Purchaser, the Operating Agent or the Collateral Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error)made; (hc) the Administrative Operating Agent or the Collateral Agent shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (id) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (je) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer shallthat either the Operating Agent or the Collateral Agent, each in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Operating Agent or the Collateral Agent to the Servicer; (f) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase CGS Transfer Agreement without the prior written consent of the Administrative Operating Agent and the Collateral Agent; (g) a Change of Control shall have occurred; or (h) the Seller's board of directors shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchaser, the Operating Agent and the Collateral Agent at least 30 days' written notice thereof; then, and in any such event, the Administrative Operating Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate Purchaser or the servicing responsibilities of any or all of the Servicers hereunderCollateral Agent, by delivery of a Servicer Termination Notice to MRFC the Seller and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase CGS Transfer Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that ------------- -------- notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to ------------ -44- Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02.. -------------

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor):) and be continuing: (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document hereunder when due and payable and the same shall remain unremedied for one two (2) Business Day Days or more, ; (ii) fail to deliver when due any of the reports required to be delivered by it under this Transfer Agreement pursuant to Section 7.05 or any other report related to the Transferred Receivables as required by the other Related Document (including, without limitation, any Investment Base Certificate) Documents and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure same shall remain unremedied for three five (35) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), more; or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether other than any provision embodied in its capacity as an Originator or as Master Servicercovered by any other clause of this Section 8.01) and the same shall remain unremedied for three ten (310) Business Days or more after written following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof shall have been given by the Purchasers or the Administrative Agent to Master Servicer;thereof; or (bi) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount in excess of $20,000,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master the Servicer is a party or by which any such Person the Servicer or its property is boundbound (other than a Related Document), and such default or breach (i) has not been waived or shall remain unremedied after any applicable grace period with respect thereto and which involves the failure to make any payment when due in respect of any a Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a an aggregate principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment20,000,000; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;or (c) a case or proceeding shall have been commenced against Master the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, including the BIA or the CCAA, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person;, and such case or proceeding continues for 45 days unless dismissed or discharged; provided, however, that such 45-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any of the events described in Section 8.01(d) shall have occurred; or (d) Master the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code Code, the BIA or the CCAA or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings thereunder under the Bankruptcy Code, the BIA or the CCAA or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any such petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing;; or (ie) Master the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due;; or (f) a final judgment or judgments for the payment of money in excess of $15,000,000 10,000,000 in the aggregate (net of insurance proceeds) at any time outstanding shall be rendered against Master the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 30 days after the entry thereof, have been dis charged discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay;; or (g) (i) any information contained in any Investment Base Certificate Certificate, Daily Report, Monthly Report or Weekly Report is untrue or incorrect in any material respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware as of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), its date or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an a Investment Base Certificate) made or delivered by Master the Servicer to any Affected Specified Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors and such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.04; provided, that are cured within one Business Day after MRFCthe inaccuracy of information in any Daily Report, the Master Servicer or any Originator becomes aware if made without actual knowledge of such error);inaccuracy, shall not constitute an Event of Servicer Termination if such information is corrected by delivery of a new Daily Report within two Business Days of the untrue or inaccurate information; or (h) the Administrative Agent Buyer shall have determined, in its commercially reasonable judgment, reasonably determined that any event or condition has occurred that materially adversely affects has resulted, or could reasonably be expected to result, in a Material Adverse Effect described in clause (b) of the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;definition thereof; or (i) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;terminated prior to the repayment in full of all Seller Obligations; or (j) Master the Servicer shall, shall assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentBuyer; or (k) a Change of Control shall occur; then, and in any such event, the Administrative Agent shall, at the request of, or Buyer may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.029.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.029.02.

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master the Servicer) and the same shall remain unremedied for three (3) five Business Days or more after written notice thereof shall have been given by the Purchasers any Purchaser or the Administrative Agent to Master the Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master the Servicer to any Affected Party Purchaser or the Administrative Agent hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error)made; (hc) a default or breach of any of the covenants set forth in Annex 5 shall have occurred; (d) the Administrative Agent shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (ie) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (jf) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer shallthat the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to the Servicer; (g) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase a Transfer Agreement without the prior written consent of the Administrative Agent; (h) a Change of Control shall have occurred; or (i) the Seller’s board of directors shall have determined that it is in the best interests of the Seller to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Purchasers and the Administrative Agent at least 30 days’ written notice thereof; then, and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC the Seller and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Agreement Transfer Agreements shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02.

Events of Servicer Termination. (a) If any of the following events (each, each an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor):continuing: (a) Master Servicer shall (i) fail any failure by the Servicer to make any payment, transfer or deposit, or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, relating to the payment of the interest or principal balance of any Note, in either case, on or before the fifth calendar day following the date such payment, transfer or deposit or such instruction or notice is required to be made by it or given, as the case may be, under the terms of this Transfer Master Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, applicable Series Supplement; or (ii) the Servicer shall fail to deliver any reports required to be delivered by it under this Transfer Agreement perform or observe any other term, covenant or agreement hereunder or in any Series Related Document (includingother than as described in clause (i) above), without limitationwith the result that the interests of the Trustee, the Noteholders or any Investment Base Certificate) Series Support Provider have been materially and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Dayadversely affected, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following 30 calendar days after the earlier to occur receipt by the Servicer of an Authorized Officer of the Master Servicer becoming aware written notice of such breach and failure from the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or Trustee; (iii) fail any representation, warranty, certification or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given statement made by the Purchasers or the Administrative Agent to Servicer in this Master Servicer; (b) a default or breach shall occur (after giving effect to all applicable noticeAgreement, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master Servicer herein or in any other Series Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or document delivered by Master Servicer to any Affected Party pursuant hereto or thereto is untrue or shall prove to have been incorrect in any material respect as when made (or deemed made), with the result that the interests of the date when made or deemed made (other than inadvertent errors that are cured within one Business Day after MRFCTrustee, the Master Servicer Noteholders or any Originator becomes aware Series Support Provider have been materially and adversely affected, and such situation is not remedied within 30 calendar days after receipt by the Servicer of written notice of such error)situation from the Trustee; (hiv) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (i) a Termination an Insolvency Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (j) Master Servicer shall, assign or purport occur with respect to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentServicer; then, and in any such eventeach and every case, so long as an Event of Servicer Termination shall be continuing, the Administrative Agent shallTrustee may, and, at the request ofdirection of the Majority Control Parties, or mayshall, with by notice (the consent of, "Servicer Termination Notice") then given in writing to the Requisite PurchasersServicer, terminate the servicing responsibilities of any or all all, but not less than all, of the Servicers hereunder, by delivery rights and obligations of the Servicer under this Master Agreement and each Series Related Document. (b) On and after the time the Servicer receives a Servicer Termination Notice pursuant to MRFC and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicers. Upon the delivery of any such noticethis Section 9.01, all authority and power of the Servicers Servicer under this Transfer Master Agreement and each Series Related Document, whether with respect to the Purchase Agreement Notes or each Series Trust Estate or otherwise, shall pass to and be vested in the Successor successor Servicer acting appointed pursuant to Section 11.02; provided that9.02 hereof and, notwithstanding anything without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the contrary hereinServicer, Master 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 Servicer Termination Notice, whether to complete the transfer of each Series Trust Estate and related documents or otherwise. The Servicer agrees to continue 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 follow the procedures set forth successor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in Section 7.02 the Advance Payment Account or the Master Facility Account or thereafter received with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed related Series Trust Estate. To assist the responsibilities and obligations of Master successor Servicer in accordance enforcing all rights with respect to any Related Security or under Broker Agreements and Insurance Policies to the extent that they relate to the Contracts, the Servicer, at its own expense, shall transfer its electronic records relating to such Contracts to the successor Servicer in such electronic form as the successor Servicer may reasonably request and shall transfer the related Contract Files and all other records, correspondence and documents relating to the Contracts that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. In addition to any other amounts that are then payable to the Servicer under this Master Agreement or any Series Related Document, the Servicer shall be entitled to receive reimbursement for any unreimbursed Servicer Advances made during the period prior to the delivery of a Servicer Termination Notice pursuant to this Section 11.029.01.

Events of Servicer Termination. If any of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor): (a) Master any Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or moreDocument, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three two (32) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period)more, or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master a Servicer) and the same shall remain unremedied for three two (32) Business Days or more after written notice thereof shall have been given by the Purchasers or the Administrative Agent to Master such Servicer;; or (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master a Servicer is a party or by which any such Person a Servicer or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Material Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregatenot cured within any applicable grace period therefor, or (ii) permits any holder of such Material Debt or a trustee or agent to cause such Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in thereof, except with respect to the aggregate Seller, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, payment or (iii) causes any Material Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in thereof, except with respect to the aggregate Seller, to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;; it being understood that Material Debt shall not include trade payables incurred in the ordinary course of business that are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP; or (c) a case or proceeding shall have been commenced against Master any Servicer or any Affiliate thereof which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s 's assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person;; or A. M. castle & Co. et al. and Castle SPFD, LLc, Receivables Purchase and Servicing Agreement (d) Master any Servicer or any Affiliate thereof which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s 's assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing;; or (i) Master any Servicer or any Affiliate thereof which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts Debt as such Debts become due;Debt becomes due or (ii) the fair market value of the liabilities of any Servicer exceeds the fair market value of its assets; or (f) a final judgment or judgments for the payment of money in excess of $15,000,000 1,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer any member of the Parent Group or any Affiliate thereof and the same shall not, within 30 days after the entry thereof, not have been dis charged discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay;stay within the earlier of 60 days after the entry thereof or 30 days after any officer of such Person has actual knowledge of the entry thereof; or (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent (x) inadvertent, immaterial errors that do not exceed exceeding $1,000,000 50,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, (y) errors understating the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement)Investment Base, or (ii) any representation or warranty of Master any Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master a Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made made; provided, however, that the materiality standard in the foregoing clause (other than inadvertent errors ii) shall not apply to any representation or warranty that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error);itself contains a materiality qualifier; or (h) the Administrative Agent shall have determined, determined in its commercially reasonable judgment, judgment that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;; or (i) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;; or (j) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by any Servicer that the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to such Servicer; or A. M. castle & Co. et al. and Castle SPFD, LLc, Receivables Purchase and Servicing Agreement (k) any Originator shall, or any Servicer shall, assign or purport to assign any of its their respective obligations hereunder or under the Purchase Sale Agreement without the prior written consent of the Administrative Agent; or (l) a Change of Control shall occur; or (m) the Seller's board of managers/Equity Holders shall have determined that it is in the best interests of the Seller to terminate the duties of any Servicer hereunder and shall have given such Servicer, the Purchaser and the Administrative Agent at least 30 days' written notice thereof; then, and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunderPurchaser, by delivery of a Servicer Termination Notice to MRFC and the applicable Servicer(sSeller terminate the servicing responsibilities of all of the Servicers hereunder (or, in its discretion, any of them), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicerseach Servicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicers, or any of them, as the case may be, under this Transfer Agreement and the Purchase Sale Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided that, that notwithstanding anything to the contrary herein, Master each Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master Servicer the Servicers in accordance with Section 11.02.

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”"EVENT OF SERVICER TERMINATION") shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iii) fail or neglect to perform, keep or observe any other material provision of this Transfer Loan Agreement or the other Related Documents or the Servicing Agreements (whether in its capacity as an Originator the Servicer or in any other capacity as Master Servicera Service Provider) and the same shall remain unremedied for three (3) five Business Days or more after written notice thereof shall have been given by any of the Purchasers Lenders or the Administrative Agent Agents to Master the Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or Servicing Agreement or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master the Servicer to any Affected Party of the Lenders or the Agents hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error)made; (hc) the Administrative any Agent shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables Trust Investments or to otherwise perform hereunder has occurred; (id) a Termination an Event of Default shall have occurred and be continuing or this Transfer Loan Agreement shall have been terminated; (je) Master a deterioration has taken place in the quality of servicing of Trust Investments or other Borrower Collateral serviced by the Servicer shallthat any Agent, in its reasonable discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by such Agent to the Servicer; (f) the Servicer shall assign or purport to assign any of its obligations hereunder or under any other Related Document or the Purchase Agreement Servicing Agreements without the prior written consent of the Administrative AgentAgents; (g) a Change of Control or Change of Management shall have occurred; or (h) the Borrower's board of trustees shall have determined that it is in the best interests of the Borrower to terminate the duties of the Servicer hereunder and shall have given the Servicer, each of the Lenders and the Agents written notice thereof; then, and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all either of the Servicers hereunderLenders or the Collateral Agent, by delivery of a Servicer Termination Notice to MRFC the Borrower and the applicable Servicer(s)Servicer, require the Borrower to use all reasonable efforts, and thereupon the Borrower shall use all reasonable efforts, to terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer, PROVIDED that (i) such termination is not inconsistent with the fiduciary obligations of the trustees of the Borrower and (ii) upon such termination, the Servicer shall also cease to serve in any capacity as a Service Provider. Upon the delivery of any such noticenotice and termination of the Servicer's servicing responsibilities, all authority and power of the Servicers Servicer under this Transfer Loan Agreement and the Purchase Agreement Servicing Agreements shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02SECTION 10.02; provided thatPROVIDED, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 SECTION 6.02 with respect to Collections on the Transferred Receivables Trust Investments until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02SECTION 10.02.

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document hereunder when due and payable and the same shall remain unremedied for one (1) Business Day or more, ; (ii) fail to deliver when due any of the reports required to be delivered by it under this Transfer Agreement pursuant to Section 7.05 or any other report related to the Transferred Receivables as required by the other Related Document (including, without limitation, any Investment Base Certificate) Documents and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure same shall remain unremedied for three two (32) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), more; or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether other than any provision embodied in its capacity as an Originator or as Master Servicercovered by any other clause of this Section 8.01) and the same shall remain unremedied for three five (35) Business Days days or more after written following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof shall have been given by the Purchasers or the Administrative Agent to Master Servicer;thereof; or (bi) the Servicer shall fail to make any payment with respect to any of its Debts which is in an aggregate principal amount exceeding the Dollar Equivalent of $75,000,000 when due, and the same shall remain unremedied for any applicable grace period with respect thereto; or (ii) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) be continuing under any other agreement, document or instrument to which Master the Servicer is a party or by which any such Person the Servicer or its property is boundbound (other than a Related Document), and such default or breach (i) shall remain unremedied after any applicable grace period with respect thereto and which involves the failure to make any payment when due in respect of any a Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a an aggregate principal amount or committed amount exceeding the Dollar Equivalent of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment75,000,000; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;or (c) a case or proceeding shall have been commenced against Master the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up winding‑up or liquidation of the affairs of any such Person;, and such case or proceeding continues for 60 days unless dismissed or discharged; provided that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (c), or (y) any of the events described in Section 8.01(d) shall have occurred; or (d) Master the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code any Debtor Relief Law or any other applicable federal, state state, provincial or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings thereunder under any Debtor Relief Law or any other applicable federal, state, provincial or foreign bankruptcy or similar law or to the filing of any such petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing;; or (ie) Master the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due;; or (f) a final judgment or judgments for the payment of money in excess of the Dollar Equivalent of $15,000,000 75,000,000 in the aggregate (net of insurance proceeds) at any time outstanding shall be rendered against Master the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 30 days after the entry thereof, have been dis charged discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay;; or (g) (i) any information contained in any Investment Borrowing Base Certificate Certificate, Monthly Report, Weekly Report or Daily Report is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment a Borrowing Base Certificate) made or delivered by Master the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are and such representation and warranty, if relating to any Transferred Receivable, has not been cured within one Business Day after MRFC, by the Master Servicer or repurchase of any Originator becomes aware of such error);Transferred Receivable pursuant to Section 4.04; or (h) the Administrative Agent Buyer shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;; or (i) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;; or (j) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer shallthat Buyer or the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to the Servicer; or (k) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of Buyer; or (l) a Change of Control shall have occurred; or (m) a default or breach of any of the Administrative Agenttests set forth in Annex Z shall have occurred; then, and in any such event, the Administrative Agent shall, at the request of, or Buyer may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.029.02; provided that, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.029.02.

Events of Servicer Termination. (a) If any of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor):continuing: (a) Master Servicer shall (i) fail any failure by the Servicer to make any payment, transfer or deposit, or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, relating to the payment of the principal of or interest on any Note, in either case, on or before the fifth calendar day following the date such payment, transfer or deposit or 48 55 such instruction or notice is required to be made by it or given, as the case may be, under the terms of this Transfer Master Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, applicable Series Supplement; or (ii) the Servicer shall fail to deliver any reports required to be delivered by it under this Transfer Agreement perform or observe any other term, covenant or agreement hereunder, under the Master Sale Agreement, or in any Series Related Document (includingother than as described in clause (i) above), without limitationwith the result that the interests of the Trustee, the Noteholders or any Investment Base Certificate) Series Support Provider have been materially and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Dayadversely affected, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following 30 calendar days after the earlier to occur receipt by the Servicer of an Authorized Officer of the Master Servicer becoming aware written notice of such breach and failure from the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or Trustee; (iii) fail any representation, warranty, certification or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given statement made by the Purchasers or the Administrative Agent to Servicer in this Master Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFCAgreement, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Sale Agreement), or (ii) any representation or warranty of Master Servicer herein or in any other Series Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or document delivered by Master Servicer to any Affected Party pursuant hereto or thereto is untrue or shall prove to have been incorrect in any material respect as when made; provided, however, that the breach of any representation or warranty made by the Servicer will be deemed to be "material" only if it affects the Noteholders, the enforceability of the date when Master Agreement or a Series Supplement or the Notes; and provided further that such material breach of any representation or warranty made by the Originator or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, a successor thereto in the Master Servicer Sale Agreement or any Sale Agreement Supplement with respect to any of the Contracts or the Equipment subject thereto will not constitute an Event of Servicer Termination if the Originator becomes aware of repurchases such error);Contract and the Equipment in accordance with the Master Sale Agreement and the Sale Agreement Supplement in the manner provided therein. (hiv) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (i) a Termination an Insolvency Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (j) Master Servicer shall, assign or purport occur with respect to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentServicer; then, and in any such eventeach and every case, so long as an Event of Servicer Termination shall be continuing, the Administrative Agent shallTrustee may, and, at the request ofdirection of a majority in aggregate principal amount of Notes Outstanding, or mayshall, with by notice (the consent of, "Servicer Termination Notice") then given in writing to the Requisite PurchasersServicer, terminate the servicing responsibilities of any or all all, but not less than all, of the Servicers hereunder, by delivery rights and obligations of the Servicer under this Master Agreement and each Series Related Document. (b) On and after the time the Servicer receives a Servicer Termination Notice pursuant to MRFC and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicers. Upon the delivery of any such noticethis Section 9.01, all authority and power of the Servicers Servicer under this Transfer Master Agreement and each Series Related Document, whether with respect to the Purchase Agreement Notes or each Series Trust Estate or otherwise, shall pass to and be vested in the Successor successor Servicer acting appointed pursuant to Section 11.02; provided that9.02 hereof and, notwithstanding anything without limitation, such successor Servicer is hereby authorized and empowered to execute and deliver, on behalf of the contrary hereinServicer, Master 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 Servicer Termination Notice, whether to complete the transfer of each Series Trust Estate and related documents or otherwise. The Servicer agrees to continue 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 follow the procedures set forth successor Servicer for administration by it of all cash amounts that shall at the time be held by the Servicer for deposit, or have been deposited by the Servicer, in Section 7.02 49 56 the Advance Payment Account or the Master Facility Account or thereafter received with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed related Series Trust Estate. To assist the responsibilities and obligations of Master successor Servicer in accordance enforcing all rights with respect to any Related Security or under Broker Agreements and Insurance Policies to the extent that they relate to the Contracts, the Servicer, at its own expense, shall transfer its electronic records relating to such Contracts to the successor Servicer in such electronic form as the successor Servicer may reasonably request and shall transfer the related Contract Files and all other records, correspondence and documents relating to the Contracts that it may possess to the successor Servicer in the manner and at such times as the successor Servicer shall reasonably request. In addition to any other amounts that are then payable to the Servicer under this Master Agreement or any Series Related Document, the Servicer shall be entitled to receive reimbursement for any unreimbursed Servicer Advances made during the period prior to the delivery of a Servicer Termination Notice pursuant to this Section 11.029.01.

Events of Servicer Termination. If any of the following ------------------------------ events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the ----------------------------- reason therefor): (a) Master the Servicer shall (i) fail to make any payment or deposit hereunder when due and payable, (ii) fail to deliver when due any of the reports required to be made by it under this Transfer Agreement delivered pursuant to Section 5.02 and 7.08 or any other report ------------ ---- related to the Receivables as required by the other Related Document Documents and the same shall remain unremedied for one Business Day or more, two (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (32) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of after written notice thereof (or, if any time period is provided for any such performance shall have been given by the Lenders or ob xxxxxxxx, such performance or observance has not occurred within such time period), the Administrative Agent to the Servicer or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether other than any provision embodied in its capacity as an Originator or as Master Servicercovered by any other clause of this Section 9.02) and ------------ the same shall remain unremedied for three five (35) Business Days or more after written notice thereof shall have been given by the Purchasers Administrative Agent to the Borrower; or (b) fail or neglect to perform, keep or observe any provision of this Agreement or the other Related Documents including, without limitation, the obligation to make any payment or deposit hereunder or thereunder; or (c) any representation or warranty of the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate made or delivered by the Servicer to the Lenders or the Administrative Agent to Master Servicer;hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; or (bi) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master the Servicer is a party or by which the Servicer or its property is bound, which agreement, document or instrument relates to or evidences Debt owed by the Servicer to General Electric Capital Corporation or any of its Affiliates, and such default or breach has not been waived; or (ii) a default or breach shall occur under any other agreement, document or instrument to which the Servicer is a party or by which any such Person or its property is bound, and such default or breach has not been waived and (i1) involves the failure to make any payment when due in respect of any a Debt (other than the MRFC Secured Obligations) or a portion thereof which is in an aggregate principal amount in excess of a principal amount or committed amount of $15,000,000 in the aggregate1,000,000, or (ii2) permits any holder of such Debt or a trustee or agent to cause such Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 1,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, payment or (iii3) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 1,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;or (ce) a case or proceeding shall have been commenced against Master the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s 's assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person;Person , and such case or proceeding continues for 60 days unless dismissed, bonded or discharged; provided, however, that such 60-day period -------- ------- shall be deemed terminated immediately of (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (e), or (y) any of the events described in Section 9.02(f) -------------- --------------- shall have occurred; or (df) Master the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s 's assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing;; or (i) Master the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due;due or (ii) the fair market value of the Servicer's liabilities exceeds the fair market value of its assets; or (fh) a final judgment or judgments for the payment of money in excess of $15,000,000 2,500,000 in the aggregate (net of insurance proceeds) at any time outstanding shall be rendered against Master the Servicer or any other Subsidiary of the Parent which acts as a Sub-Servicer and either (i) enforcement proceedings shall have been commenced upon any such judgment or (ii) the same shall not, within 30 days after the entry thereof, have been dis charged discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay;; or (i) any information contained in any Investment Borrowing Base Certificate is untrue or incorrect in any material respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment a Borrowing Base Certificate) made or delivered by Master the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are and such representation and warranty, if relating to any Transferred Receivable, has not been cured within one Business Day after MRFC, by the Master Servicer or repurchase of any Originator becomes aware such Transferred Receivable pursuant to Section 4.04 of such error);the Sale and Contribution Agreement; or (hj) the Administrative Agent shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;; or (ik) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;; or (jl) Master a deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer shallthat the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to the Servicer; or (m) the Servicer shall assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative Agent; or (n) a Change of Control shall occur with respect to the Servicer; then, and in any such event, the Administrative Agent may, with the consent of the Lenders, and shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunderLenders, by delivery of a Servicer Termination Notice to MRFC the Borrower and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Sale Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that notwithstanding ------------- -------- anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the ------------ Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section ------- 11.02.. -----

Events of Servicer Termination. (a) If any of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor):continuing: (a) Master Servicer shall (i) fail any failure by the Servicer to make any payment, transfer or deposit, or, if applicable, to give instructions or notice to the Trustee to make such payment, transfer or deposit, relating to the payment of the principal of or interest on any Note, in either case, on or before the fifth calendar day following the date such payment, transfer or deposit or such instruction or notice is required to be made by it or given, as the case may be, under the terms of this Transfer Master Agreement or any other Related Document and the same shall remain unremedied for one Business Day or more, applicable Series Supplement; or (ii) the Servicer shall fail to deliver any reports required to be delivered by it under this Transfer Agreement perform or observe any other term, covenant or agreement hereunder, under the Contribution Agreement, or in any Series Related Document (includingother than as described in clause (i) above), without limitationwith the result that the interests of the Trustee, the Noteholders or any Investment Base Certificate) Series Support Provider have been materially and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Dayadversely affected, and with respect to all other failures to deliver such failure shall remain unremedied for three (3) Business Days or more following 30 calendar days after the earlier to occur receipt by the Servicer of an Authorized Officer of the Master Servicer becoming aware written notice of such breach and failure from the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or Trustee; (iii) fail any representation, warranty, certification or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) and the same shall remain unremedied for three (3) Business Days or more after written notice thereof shall have been given statement made by the Purchasers or Servicer in this Master Agreement, the Administrative Agent to Master Servicer; (b) a default or breach shall occur (after giving effect to all applicable noticeContribution Agreement, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; (i) Master Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts as such Debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master Servicer herein or in any other Series Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or document delivered by Master Servicer to any Affected Party pursuant hereto or thereto is untrue or shall prove to have been incorrect in any material respect as when made; provided, however, that the breach of any representation or warranty made by the Servicer will be deemed to be "material" only if it affects the Noteholders, the enforceability of the date when Master Agreement or a Series Supplement or the Notes; and provided further that such material breach of any representation or warranty made by the Originator or deemed made (other than inadvertent errors that are cured within one Business Day after MRFC, a successor thereto in the Master Servicer Contribution Agreement or any Contribution Agreement Supplement with respect to any of the Contracts or the Equipment subject thereto will not constitute an Event of Servicer Termination if the Originator becomes aware of repurchases such error);Contract and the Equipment in accordance with the Contribution Agreement and the Contribution Agreement Supplement in the manner provided therein. (hiv) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (i) a Termination an Insolvency Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; (j) Master Servicer shall, assign or purport occur with respect to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentServicer; then, and in any such eventeach and every case, so long as an Event of Servicer Termination shall be continuing, the Administrative Agent shallTrustee may, and, at the request ofwritten direction of the Holders of not less than 66-2/3rds in aggregate principal amount of Notes Outstanding, or mayshall, with by notice (the consent of, "Servicer Termination Notice") then given in writing to the Requisite PurchasersServicer, terminate the servicing responsibilities of any or all all, but not less than all, of the Servicers hereunder, by delivery rights and obligations of the Servicer under this Master Agreement and each Series Related Document. (b) On and after the time the Servicer receives a Servicer Termination Notice pursuant to MRFC and the applicable Servicer(s), without demand, protest or further notice of any kind, all of which are hereby waived by the Servicers. Upon the delivery of any such noticethis Section 9.01, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided that, notwithstanding anything to the contrary herein, Master Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master Servicer in accordance with Section 11.02.Master

Events of Servicer Termination. If any of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) fail to make deliver when due the Monthly Reports or any payment other reports, statements or deposit reconciliations required to be made by it under this Transfer Agreement delivered pursuant to Annex 5.04 or any other report related to the Receivables as required by the other Related Document Documents and the same shall remain unremedied for one Business Day or more, two (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement or any other Related Document (including, without limitation, any Investment Base Certificate) and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure shall remain unremedied for three (32) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of after written notice thereof (or, if any time period is provided for any such performance shall have been given by the Lenders or ob xxxxxxxx, such performance or observance has not occurred within such time period), the Administrative Agent to the Servicer or (iiiii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether in its capacity as an Originator or as Master Servicer) including, without limitation, the obligation to make any payment or deposit hereunder or thereunder and the same such failure shall remain unremedied for three not be cured within a period of five (35) Business Days Days; or (b) any representation or more after warranty of the Servicer herein or in any other Related Document or in any written notice thereof shall have been given statement, report, financial statement or certificate made or delivered by the Purchasers Servicer to the Lenders or the Administrative Agent to Master Servicer; hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made; or (bc) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master the Originator or the Servicer is a party or by which the Originator or the Servicer or the property of any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Borrower Secured Obligations) or of any such Person which, except as provided in clause (iii) below, is not cured within a portion thereof which is in excess period of a principal amount or committed amount of $15,000,000 in the aggregatefifteen days, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 10,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, and which, except as provided in clause (iii) below, is not cured within a period of thirty days, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 10,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; ; or (cd) a case or proceeding shall have been commenced against Master the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s 's assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person; ; or (de) Master the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of proceedings thereunder or to the filing of any such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s 's assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing; ; or (f) (i) Master the Servicer or any Affiliate which acts as a Sub- Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due; due or (fii) the fair market value of the Servicer's liabilities exceeds the fair market value of its assets; or (g) a final judgment or judgments for the payment of money in excess of $15,000,000 10,000,000 in the aggregate at any time outstanding shall be rendered against Master the Servicer or any other Subsidiary of the Originator which acts as a Sub-Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged satisfied, or discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (i) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), ; or (iih) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment a Borrowing Base Certificate) made or delivered by Master the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made and such representation and warranty, if relating to any Transferred Receivable, has not been cured by the repurchase of any such Transferred Receivable pursuant to Section 4.04 of the Sale and Contribution Agreement; or (other than inadvertent errors that are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error); (hi) the Administrative Agent shall have determined, in its commercially reasonable judgment, determined that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; ; or (ij) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated; ; or (jk) Master a material deterioration has taken place in the quality of servicing of Transferred Receivables or other Receivables serviced by the Servicer that the Administrative Agent, in its sole discretion, determines to be material, and such material deterioration has not been eliminated within 30 days after written notice thereof shall have been given by the Administrative Agent to the Servicer; or (l) the Servicer shall, assign or purport to assign any of its obligations hereunder or under the Purchase Sale and Contribution Agreement without the prior written consent of the Administrative Agent; thenor (m) a default or breach of any of the covenants set forth in Annex A shall have occurred; or (n) a Change of Control shall occur; or (o) the Borrower's board of directors shall have determined that it is in the best interests of the Borrower to terminate the duties of the Servicer hereunder and shall have given the Servicer, the Lenders and the Administrative Agent at least 30 days' written notice thereof; or (p) an "Event of Default" (as such term is defined in the Standby Letter of Credit Agreement) shall occur or the occurrence of the Standby Letter of Credit Commitment Termination Date; or (q) a default or breach of any of the covenants set forth in Annex 4.02(o) to the Sale and Contribution Agreement shall have occurred; or (r) there shall have occurred any event which materially and adversely impairs the ability of the Originator to originate Receivables of a general credit quality which are at least of the general credit quality of the Receivables as of the date of the initial Advance, or any event or condition has occurred that has had or could reasonably be expected to have a Material Adverse Effect. Then, and in any such event, the Administrative Agent shall, at the request of, or may, with the consent of, the Requisite Purchasers, terminate Lenders or the servicing responsibilities of any or all of the Servicers hereunderAdministrative Agent, by delivery of a Servicer Termination Notice to MRFC the Borrower and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Sale and Contribution Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.027.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 2.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.027.02.

Events of Servicer Termination. If any of the following events (each, an “"Event of Servicer Termination”") shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall fail to make any payment required to be paid by it hereunder (it being acknowledged that for such purpose the responsibility of the Servicer is limited to payment of amounts actually received) and the same shall remain unremedied for five (5) Business Days or more after the earlier to occur of (1) the date on which a Responsible Officer of the Servicer obtains knowledge of such failure and (2) the date on which written notice of such failure, requiring the same to be remedied, is given to the Servicer by the Lender; or (b) the Servicer shall (i) fail to make deliver when due any payment or deposit required to be made by it under this Transfer Agreement or any other Related Document and of the same shall remain unremedied for one Business Day or more, (ii) fail to deliver any reports required to be delivered by it under this Transfer Agreement pursuant to Section 5.02 and 7.08 or any other report related to the Receivables as required by the other Related Document (including, without limitation, any Investment Base Certificate) Documents and in the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure same shall remain unremedied for three (3) Business Days or more following the earlier to occur of an Authorized Officer of the Master Servicer becoming aware of such breach and the Master Servicer’s receipt of notice thereof (or, if any time period is provided for any such performance or ob xxxxxxxx, such performance or observance has not occurred within such time period), or (iiiii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement (other than any provision embodied in or the covered by any other Related Documents (whether in its capacity as an Originator or as Master Servicerclause of this Section 9.02) and the same shall remain unremedied for three thirty (330) Business Days days or more after the earlier to occur of (x) the date on which a Responsible Officer of the Servicer obtains actual knowledge of such failure and (y) the date on which written notice thereof of such failure is given to the Servicer by the Lender; provided, that no Event of Servicer Termination shall be deemed to occur under this subsection with respect to a failure on the part of the Servicer if the Servicer shall have been given by complied with the Purchasers or the Administrative Agent to Master Servicer; (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in provisions of Section 12.02 with respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of paymentthereto; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;or (c) any representation or warranty made by the Servicer in this Agreement shall prove to have been incorrect in any material respect when made or deemed made and the same shall continue to be incorrect for thirty (30) days or more after the earlier to occur of (x) the date on which a case Responsible Officer of the Servicer obtains actual knowledge that such representation or proceeding warranty was incorrect in any material respect when made or deemed made and (y) the date on which written notice that such representation or warranty was incorrect in any material respect when made or deemed made is given to the Servicer by the Lender; provided, that no Event of Servicer Termination shall be deemed to occur under this subsection with respect to a failure on the part of the Servicer if the Servicer shall have been commenced against Master Servicer seeking complied with the provisions of Section 12.02 with respect thereto; or (d) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Servicer in an involuntary case under any such Person (i) under the Bankruptcy Code Applicable Insolvency Laws, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal, federal or state or foreign bankruptcy or other similar law, law and shall not be stayed; (ii) appointing an involuntary case is commenced against the Servicer under any Applicable Insolvency Laws, a custodian, decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, assigneesequestrator, trustee, custodian or other officer having similar powers over the Servicer or over all or a substantial part of the property of the Servicer shall have been entered, an interim receiver, trustee or sequestrator (other custodian of the Servicer for all or a substantial part of the property of the Servicer is involuntarily appointed or a warrant of attachment, execution or similar official) for any such Person or for process is issued against any substantial part of the property of the Servicer and the continuance of any such Person’s assetsevents in this clause (ii) for 60 days unless dismissed, bonded or discharged; (iii) ordering the winding-up or liquidation of the affairs of any such Person; (d) Master Servicer shall (i) file at its request have a petition seeking decree or an order for relief entered with respect to it, commence a voluntary case under the Bankruptcy Code or any other applicable federalApplicable Insolvency Laws, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution entry of proceedings thereunder a decree or an order for relief in an involuntary case, or to the filing conversion of an involuntary case to a voluntary case, under any such petition law, or consent to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (other custodian of all or similar official) for any such Person or for any a substantial part of such Person’s assets, its property; (iiiiv) make an the making by the Servicer of any general assignment for the benefit of creditors, ; (v) the inability or (iv) take any corporate action in furtherance of any failure of the foregoing; (i) Master Servicer generally does not to pay its debts as such debts become due due; or admits in writing its inability to, (vi) the board of directors of the Servicer adopts any resolution or is generally unable to, pay its Debts as such Debts become due;otherwise authorizes action to approve any of the foregoing; or (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay; (ie) any information contained in any Investment Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment Base Certificate) made or delivered by Master Servicer to any Affected Party hereto or thereto Monthly Report is untrue or incorrect in any material respect as of the date when made or deemed made respect; or (f) a Termination Event (other than inadvertent errors that are cured within one Business Day after MRFCTermination Events set forth in Sections 9.01(b), the Master Servicer (c), (n) and (o)) shall have occurred or any Originator becomes aware of such error);this Agreement shall have been terminated; or (hg) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event at a time when a Termination Event or condition that materially adversely affects the ability of any Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred; (i) a Incipient Termination Event shall have occurred and be continuing or is continuing, the Servicer delivers to the Lender an Officer's Certificate regarding a proposed sale of Defaulted Receivables pursuant to Section 5.03(a) of this Transfer Agreement shall have been terminated; (j) Master Servicer shall, assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative AgentAgreement; then, and in any such event, the Administrative Agent shall, at the request of, or Lender may, with the consent of, the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunder, by delivery of a Servicer Termination Notice to MRFC the Borrower and the applicable Servicer(s)Servicer, terminate all or any part of the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Sale Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02.

Events of Servicer Termination. If any of the following events (each, an “Event of Servicer Termination”) shall occur and be continuing (regardless of the reason therefor): (a) Master the Servicer shall (i) (x) fail to make any payment or deposit required to be made by it under this Transfer Agreement or in respect of any other Related Document Advance when due and payable and the same shall remain unremedied for one (1) Business Day or more, (iiy) fail to deliver make any reports required payment or deposit in respect of a Funding Excess within one (1) Business Day in accordance with Section 2.11 hereof; or (z) fail to be delivered by it under this Transfer Agreement make any payment or deposit in respect of any other Related Document (including, without limitation, any Investment Base Certificate) monetary Borrower Obligation when due and in payable and the case of Section 5.01(a)(iv) such failure to deliver shall not be cured within one Business Day, and with respect to all other failures to deliver such failure same shall remain unremedied for three (3) Business Days or more following the earlier more; (ii) fail to occur of an Authorized Officer deliver when due any of the Master Servicer becoming aware of such breach reports required to be delivered pursuant to Section 5.02 and 7.08 or any other report related to the Receivables as required by the other Related Documents and the Master Servicer’s receipt of notice thereof same shall remain unremedied for five (or, if any time period is provided for any such performance 5) Business Days or ob xxxxxxxx, such performance or observance has not occurred within such time period), more; or (iii) fail or neglect to perform, keep or observe any other provision of this Transfer Agreement or the other Related Documents (whether other than any provision embodied in its capacity as an Originator or as Master Servicercovered by any other clause of this Section 9.02) and the same shall remain unremedied for three thirty (330) Business Days days or more after written following the earlier to occur of an Authorized Officer of the Servicer becoming aware of such breach and the Servicer’s receipt of notice thereof shall have been given by the Purchasers or the Administrative Agent to Master Servicer;thereof; or (b) a default or breach shall occur (after giving effect to all applicable notice, grace and cure periods) under any other agreement, document or instrument to which Master Servicer is a party or by which any such Person or its property is bound, and such default or breach (i) involves the failure to make any payment when due in respect of any Debt (other than the MRFC Secured Obligations) or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate, or (ii) permits any holder of such Debt or a trustee or agent to cause Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment, or (iii) causes Debt or a portion thereof which is in excess of a principal amount or committed amount of $15,000,000 in the aggregate to become due prior to its stated maturity or prior to its regularly scheduled dates of payment; in each case, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent; (c) a case or proceeding shall have been commenced against Master the Servicer or any Affiliate which acts as a Sub-Servicer seeking a decree or order in respect of any such Person (i) under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) appointing a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, or (iii) ordering the winding-up or liquidation of the affairs of any such Person;, and such case or proceeding continues for 60 days unless dismissed or discharged; provided, however, that such 60-day period shall be deemed terminated immediately if (x) a decree or order is entered by a court of competent jurisdiction with respect to a case or proceeding described in this subsection (b), or (y) any of the events described in Section 9.02(c) shall have occurred; or (dc) Master the Servicer or any Affiliate which acts as a Sub-Servicer shall (i) file a petition seeking relief under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or other similar law, (ii) consent or fail to object in a timely and appropriate manner to the institution of any proceedings thereunder under the Bankruptcy Code or any other applicable federal, state or foreign bankruptcy or similar law or to the filing of any such petition thereunder or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or sequestrator (or similar official) for any such Person or for any substantial part of such Person’s assets, (iii) make an assignment for the benefit of creditors, or (iv) take any corporate action in furtherance of any of the foregoing;; or (id) Master the Servicer or any Affiliate which acts as a Sub-Servicer generally does not pay its debts as such debts become due or admits in writing its inability to, or is generally unable to, pay its Debts debts as such Debts debts become due; (f) a final judgment or judgments for the payment of money in excess of $15,000,000 in the aggregate at any time outstanding shall be rendered against Master Servicer and the same shall not, within 30 days after the entry thereof, have been dis charged or execution thereof stayed or bonded pending appeal, or shall not have been discharged prior to the expiration of any such stay;; or (i) any information contained in any Investment Borrowing Base Certificate is untrue or incorrect in any respect (other than inadvertent errors that do not exceed $1,000,000 in the aggregate in any particular Investment Base Certificate or Purchase Request and are cured within one Business Day after MRFC, the Master Servicer or any Originator becomes aware of such error or unless such matter is otherwise remedied pursuant to and at the times required under Section 4.02(y) or 4.03 of the Purchase Agreement), or (ii) any representation or warranty of Master the Servicer herein or in any other Related Document or in any written statement, report, financial statement or certificate (other than an Investment a Borrowing Base Certificate) made or delivered by Master the Servicer to any Affected Party hereto or thereto is untrue or incorrect in any material respect as of the date when made or deemed made (other than inadvertent errors that are and such representation and warranty, if relating to any Transferred Receivable, has not been cured within one Business Day after MRFC, by the Master Servicer or repurchase of any Originator becomes aware such Transferred Receivable pursuant to Section 4.04 of such error);the Sale Agreement; or (hf) the Administrative Agent shall have determined, in its commercially reasonable judgment, that any event or condition that materially adversely affects the ability of any the Servicer to collect the Transferred Receivables or to otherwise perform hereunder has occurred;; or (ig) a Termination Event shall have occurred and be continuing or this Transfer Agreement shall have been terminated;; or (jh) Master the Servicer shall, shall assign or purport to assign any of its obligations hereunder or under the Purchase Agreement without the prior written consent of the Administrative Agent; or (i) a Change of Control shall occur with respect to the Servicer; then, and in any such event, the Administrative Agent may, with the consent of the Requisite Lenders, and shall, at the request of, or may, with the consent of, of the Requisite Purchasers, terminate the servicing responsibilities of any or all of the Servicers hereunderLenders, by delivery of a Servicer Termination Notice to MRFC the Borrower and the applicable Servicer(s)Servicer, terminate the servicing responsibilities of the Servicer hereunder, without demand, protest or further notice of any kind, all of which are hereby waived by the ServicersServicer. Upon the delivery of any such notice, all authority and power of the Servicers Servicer under this Transfer Agreement and the Purchase Sale Agreement shall pass to and be vested in the Successor Servicer acting pursuant to Section 11.02; provided thatprovided, that notwithstanding anything to the contrary herein, Master the Servicer agrees to continue to follow the procedures set forth in Section 7.02 with respect to Collections on the Transferred Receivables until a Successor Servicer has assumed the responsibilities and obligations of Master the Servicer in accordance with Section 11.02.