Common use of Servicer Defaults Clause in Contracts

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice).

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingcontinuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, including without limitation, limitation with respect to the remittance of Collections) as required by this Agreement on the date such payment, transfer or the other Transaction Documents which continues unremedied for a period of two Business Daysdeposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) 10 days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (fd) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 15 Business Days 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or and (ii) the date on which a Responsible Officer the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer acquires knowledge thereofServicer’s duties that is not permitted by Section 6.1; (g) as of any date of determination, the weighted average (weighted financial or other information reasonably requested by the respective Outstanding Loan Balance) Delinquency Ratio for Administrative Agent or any rolling three-month period Purchaser is greater than 8.0% (not provided that Delinquent Loans in respect as requested within a reasonable amount of at least two different Obligors are used to form the basis for time following such calculation)request; (h) as the rendering against the Servicer of any date one or more final judgments, decrees or orders for the payment of determinationmoney in excess of $10,000,000, individually or in the weighted average (weighted by aggregate, and the respective Outstanding Loan Balance) Delinquency Ratio continuance of such judgment, decree or order unsatisfied and in effect for any rolling six-month period is greater of more than 4.5% (provided that Delinquent Loans in respect 60 consecutive days without a stay of at least two different Obligors are used to form the basis for such calculation)execution; (i) as the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any date event or condition that would at such time permit acceleration of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation)recourse debt or other obligations; (j) as of any date of determination, CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation)TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any date of determinationpayments made, or additional collateral provided to, the weighted average repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (weighted by ii) the respective Outstanding Loan Balancedeficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) Dilution Ratio for the Servicer fails in any rolling three-month period is greater than 12%material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (lm) as the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. If any one Any of the following events (shall constitute a “"Servicer Default”) shall occur and be Continuing": (a) any failure by the Servicer to take any action that it is required to take in its capacity as Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement any Transaction Document or the other Transaction Documents to give instructions or to give notice to Trustee to make such payment, transfer or deposit, which failure continues unremedied for a period of two three Business Days;, (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the any other Transaction Documents to Document, which the Servicer is a party and the same failure continues unremedied for a period of fifteen (15) 25 Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure the failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or (ii) the date on which a Responsible Officer of the to Servicer acquires actual knowledge thereof;and Trustee by any Investor Certificateholder, (c) an Insolvency Event with respect to the Servicer;Servicer shall assign its duties under this Agreement, except as permitted by Sections 3.1(b) and 8.3, (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect when made or delivered, and continues to be unremedied incorrect in any material respect for a period of 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or any Lender or (ii) the date on which a Responsible Officer of to the Servicer acquires knowledge thereof; (g) as of and Trustee by any date of determinationInvestor Certificateholder, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (le) as any Bankruptcy Event shall occur with respect to Servicer. In the event of any date Servicer Default, so long as such Servicer Default shall not have been remedied, Trustee (at the direction of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative AgentRequired Investors), by written notice then given in writing to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer "Termination Notice”"), may shall terminate all of the rights and obligations (other than obligations of the such Servicer under Sections 8.4 and 11.5) of Servicer as Servicer under this Agreement (other than fees or expenses owed and in and to the Receivables, the Related Transferred Assets and the proceeds thereof. As soon as possible, and in any event within two Business Days, after an Authorized Officer of Servicer which have accrued or been incurred prior to the delivery has obtained knowledge of the occurrence of any Servicer Termination Notice)Default, Servicer shall furnish Transferor, Trustee, each Required Person and the Rating Agencies, and Trustee shall promptly furnish each other Investor Certificateholder, notice of such Servicer Default.

Servicer Defaults. If The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be Continuing: (a) any failure by The Servicer or the Servicer Seller shall fail (i) to make when due any payment, transfer payment or deposit into the Collection Account required hereunder, or (includingii) to perform or observe any term, without limitation, with respect covenant or agreement hereunder (other than as referred to the remittance in clause (i) of Collectionsthis paragraph (a)) as required by this Agreement or the other Transaction Documents which continues and such failure shall remain unremedied for a period of two Business Days; five (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen (155) Business Days (if such failure can be remedied) after following the earlier to occur of (iA) the date on which written notice of such failure requiring the same to be remedied shall have been given thereof by any Agent to the Servicer or the Seller, as applicable, or (B) the Servicer’s or the Seller’s actual knowledge of such failure. (b) Any representation, warranty, certification or statement made by the Administrative Agent or (ii) the date on which a Responsible Officer of Seller, the Servicer acquires actual knowledge thereof;or an Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to have been incorrect in any material respect when made or deemed made. (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Administrative Agent Seller or Collection Account Bankthe Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the date on which Seller or any Servicer shall take any corporate action to authorize any of the Servicer has actual knowledge thereof;actions set forth in clause (i) above in this subsection (c). (fd) As at the end of any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of 15 Business Days after the earlier to occur of Calculation Period: (i) the date on which written notice average of such incorrectness requiring the same to be remedied Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall have been given to the Servicer by the Administrative Agent or any Lender or exceed 2.50%; (ii) the date on which a Responsible Officer average of the Servicer acquires knowledge thereof; (g) as Dilution Ratios for each of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (liii) as the average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or observe any date of determinationterm, the weighted average covenant or agreement contained in any other Transaction Document, or (weighted by the respective Outstanding Loan Balanceii) Dilution Ratio shall for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the contrarySeller, as purchaser under the Administrative AgentSale Agreement, by written notice to or any “Event of Default” or “Potential Event of Default” shall occur under the Servicer Sale Agreement. (with a copy to the Collection Account Bank and Backup Servicerf) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (a “Servicer Termination Notice”), may terminate all g) A Change of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Control shall occur.

Servicer Defaults. If any one (a) Definition. Any of the following events (will constitute a “"Servicer Default”) shall occur and be Continuing" pursuant to this Agreement: (ai) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents deliver any Monthly Statement or Annual Statement which continues unremedied for a period of two beyond the second Business DaysDay after the date upon which such payment, transfer, deposit or delivery is required to be made pursuant to this Agreement; (bii) any failure on the part of by the Servicer duly to observe or perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in pursuant to this Agreement or Agreement, if such failure materially and adversely affects the other Transaction Documents to which rights of the Servicer is a party Lender and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) thirty days after the earlier to occur of (ia) the date on which written notice of demand that such failure requiring the same to be remedied shall have been is given to the Servicer by the Administrative Agent Lender or (iib) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereofbecomes aware of such failure; (ciii) an Insolvency Event with respect to any delegation of the Servicer's duties pursuant to this Agreement, except as permitted pursuant to Section 6.7; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (fiv) any representation, warranty or certification made by the Servicer in any Transaction Document this Agreement or in any certificate delivered pursuant to any Transaction Document shall prove this Agreement proves to have been incorrect in any material respect when made and such incorrect statement has a material and adverse effect on the rights of the Lender and continues to be unremedied incorrect in any material respect for a period of 15 Business Days thirty days after the earlier to occur of (ia) the date on which written notice of demand that such incorrectness requiring the same to incorrect statement be remedied shall have been is given to the Servicer by the Administrative Agent or any Lender or (iib) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as becomes aware of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%incorrect statement; or (lA) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein Servicer consents to the contraryappointment of a conservator or receiver or liquidator in any insolvency, the Administrative Agentreadjustment of debt, by written notice marshalling of assets and liabilities or similar proceeding of or relating to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate or all or substantially all of its Property, (B) a decree or order of a court or agency or supervisory authority having proper jurisdiction for the rights appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and obligations liabilities or similar proceeding, or for the winding-up or liquidation of the Servicer as Servicer under this Agreement (other than fees or expenses owed to Servicer's affairs, is entered against the Servicer which have accrued and such decree or been incurred prior to the delivery order remains in force undischarged or unstayed for a period of 90 days, or (C) the Servicer Termination Notice)admits in writing its inability to pay, or fails to pay, its debts generally as they become due, files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be Continuingcontinuing: (a) any failure by the Master Servicer to make any payment, transfer or deposit into or to give instructions or notice to the Collection Account (Administrative Agent as required by this Agreement including, without limitation, with respect delivery of any Settlement Report and, (i) in the case of failure to deliver a Settlement Report, such failure shall remain unremedied for one (1) Business Day after the earlier to occur of (A) written notice thereof by the Administrative Agent to the remittance Master Servicer or (B) knowledge by a Responsible Officer of Collectionsthe Master Servicer of such failure and (ii) as required in the case of failure to make any payment, transfer or deposit to be made by this Agreement the Master Servicer or to give instructions or notice to the Administrative Agent (other Transaction Documents which continues than delivery of any Settlement Report) such failure shall remain unremedied for a period of two three (3) Business DaysDays after the due date thereof; (b) any failure on the part of the Master Servicer duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or the any other Transaction Documents Document to which the Master Servicer is a party and the same party, which failure continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) 30 days after the earlier first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Master Servicer by the Administrative Agent or and (ii) the date on which a Responsible Officer of the Master Servicer acquires actual obtains knowledge thereofof such failure; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Master Servicer in any Transaction Document this Agreement or in any certificate delivered pursuant to any Transaction Document this Agreement shall prove to have been incorrect when made and made, which continues to be unremedied for a period of 15 Business Days 30 days after the earlier first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Master Servicer by the Administrative Agent or any Lender or and (ii) the date on which a Responsible Officer of the Master Servicer acquires obtains knowledge thereofof such incorrectness; (gd) as a Credit Event shall occur or any Event of any date of determination, Bankruptcy occurs with respect to the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%Master Servicer; or (le) any merger or consolidation in which the Master Servicer is not the surviving entity, except as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding provided in Section 7.3(1). Notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied, the Administrative Agent, by written notice to the Master Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer "Termination Notice”"), may terminate all of the rights and obligations of the Master Servicer as Master Servicer under this Agreement (other than fees or expenses owed and appoint a successor Master Servicer satisfactory to the Servicer which have accrued or been incurred prior to Administrative Agent (in the delivery of the Servicer Termination NoticeAdministrative Agent's sole discretion).

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingoccur: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the bifurcation and remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two three Business Days; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen thirty (1530) Business Days days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender and (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer fails in any material respect to deliver any required comply with the Credit and Collection Policy and the Servicing Report hereunder Standard regarding the servicing of the Collateral and the same continues unremedied for a period of three thirty (330) Business Days days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or any Lender and (ii) the date on which a Responsible Officer of the Servicer has actual acquires knowledge thereof; (f) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Lender, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.11(f)) of or to the calculation of Risk Rating or the Risk Rating scale in the Credit and Collection Policy that could reasonably be expected to have a Material Adverse Effect, and the Servicer fails to obtain the written consent of the Administrative Agent within ten (10) Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven (7) days after the effectiveness of such amendment and which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that no such written consent shall be required in connection with an amendment mandated by any Applicable Law or Governmental Authority; (g) Gxxxx BDC or an Affiliate thereof shall cease to be the Servicer; (h) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring three Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (i) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made made, which has a Material Adverse Effect on the Administrative Agent, any Lender or the other Secured Parties and which continues to be unremedied for a period of 15 Business Days thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (gj) as of any date of determination, the weighted average (weighted financial or other information reasonably requested by the respective Outstanding Loan BalanceAdministrative Agent or any Lender is not provided within thirty (30) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect days following the Servicer’s receipt of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation)request; (k) as the rendering against the Servicer of any date one or more final judgments, decrees or orders for the payment of determinationmoney in excess of United States $5,000,000, individually or in the weighted average (weighted by aggregate, and the respective Outstanding Loan Balance) Dilution Ratio continuance of such judgment, decree or order unsatisfied and in effect for any rolling three-month period is greater of more than 12%60 consecutive days without a stay of execution; or (l) as any change in the control of any date the Servicer that takes the form of determination, a merger or consolidation that does not comply with the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%provisions of Section 5.4(b); then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingcontinuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied and such failure shall continue for a period of two (2) Business Days;; or (b) any failure by the Servicer to give instructions or notice to the Deal Agent as required by Section 5.4(g) or 5.4(i), or to deliver any Required Reports hereunder, on or before the date occurring two (2) Business Days after the date such instruction of notice or report is required to be made or given, as the case may be, under the terms of this Agreement; or (c) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same which failure continues unremedied for a period of fifteen thirty (1530) Business Days days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer (with a copy to the Backup Servicer) by the Administrative Deal Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer;; or (d) a Termination Event;the initial Servicer consents or agrees to, or otherwise permits to occur, an amendment to the Credit and Collection Policy other than as permitted by Section 5.5(e); or (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been false or incorrect in any materially adverse respect when made, deemed made and or delivered which continues to be unremedied for a period of 15 Business Days thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness failure requiring the same to be remedied shall have been given to the Servicer (with a copy to the Backup Servicer) by the Administrative Deal Agent or any Lender or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;; or (f) an Insolvency Event shall occur with respect to the Servicer; or (g) as of any date of determination, the weighted average (weighted financial or Asset information reasonably requested by the respective Outstanding Loan BalanceDeal Agent or the Lender as provided herein is not provided by the Servicer as requested within the greater of (a) Delinquency Ratio for any rolling three-month period is greater than 8.0% three (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for 3) Business Days or (b) five (5) days following such calculation);request; or (h) as the rendering against the initial Servicer of any date one or more final judgments, decrees or orders for the payment of determinationmoney in excess of United States $7,500,000, in the weighted average (weighted by aggregate, and the respective Outstanding Loan Balance) Delinquency Ratio continuance of such judgment, decree or order unsatisfied and in effect for any rolling six-month period is greater of more than 4.5% sixty (provided that Delinquent Loans in respect 60) consecutive days without a stay of at least two different Obligors are used to form the basis for such calculation);execution; or (i) the failure of the Servicer (for so long as the Servicer is the Originator) to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding United States $5,000,000 or the occurrence of any date event or condition that has resulted in the acceleration of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation);recourse debt or other obligations if such event or condition has not been waived; or (j) as any change in the control of any date the initial Servicer that takes the form of determination, either a merger or consolidation that does not comply with the weighted average (weighted by the respective Outstanding Loan Balanceprovisions of Section 5.5(b) Default Ratio for any rolling twelveor a Change-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation);in-Control occurs; or (k) as the earlier of any date (i) the termination or material modification (without the prior written consent of determinationthe Deal Agent) of the initial Servicer’s existing contract with Dover Management to provide equipment management activities or (ii) 90 days after Dover Management gives notice of its intent not to renew such contract; provided, however, the weighted average initial Servicer shall have forty five (weighted 45) days after the occurrence of such event to hire or contract an experienced equipment manager acceptable to the Deal Agent and approved by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%Deal Agent in writing; or (l) if, during the Revolving Period, the termination or material modification (without the prior written consent of the Deal Agent) of the initial Servicer’s existing contract with Bay Point to provide equipment finance origination activities; provided, however, the initial Servicer shall have sixty (60) days after the occurrence of such event to hire or contract an experienced equipment finance originator acceptable to the Deal Agent and approved by the Deal Agent in writing; or (m) the failure of the initial Servicer to maintain Liquidity of at least $25,000,000 for more than the greater of three (3) Business Days or five (5) days; provided, however, on one occurrence from and after the Initial Advance Date only on which the initial Servicer fails to maintain such Liquidity for more than five (5) days, no Servicer Default shall occur unless such failure continues for thirty (30) days or more; provided, further, however, in the event a Servicer Default of the type described in this clause (m) shall occur or be expected to occur, the Servicer may request a waiver of such Servicer Default and, in connection therewith, submit to the Deal Agent and the Lender a cash flow forecast which forecasts the cure of such Servicer Default (for the avoidance of doubt, Deal Agent and Lender may approve or disapprove such request in their sole and absolute discretion); or (n) the failure of the initial Servicer to maintain Liquidity of at least $15,000,000 for more than three (3) Business Days; or (o) with respect to the initial Servicer only, NewStar fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to $475,000,000, as (i) increased by 80% of the proceeds of any equity offerings (including capital contributions) of NewStar consummated after the Closing Date, (ii) increased by 50% of cumulative positive GAAP net income earned by NewStar after the Closing Date and (iii) as decreased, due to an accounting change or changes in tax rates imposed after the Closing Date, by the amounts of any reductions in the assets designated on NewStar’s consolidated balance sheet as “deferred income taxes, net” and/or “deferred financing costs, net” from the amounts thereof shown on NewStar’s consolidated balance sheet as of September 30, 2010; or (p) occurrence of a material exception in any date audit of determinationthe initial Servicer which has a adverse effect on the Lender or any other Secured Party; or (q) NewStar or any majority-owned Affiliate thereof defaults beyond any applicable grace period in performing any obligation as servicer under any term loan or revolving credit facility (for the avoidance of doubt, excluding this Agreement except as expressly provided herein and any 144A or publicly registered CLOs) with the weighted average (weighted Lender or any of Affiliate thereof which is majority-owned, directly or indirectly, by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%ultimate parent of the Lender; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the Administrative date of the Servicer Termination Notice (defined below), the Deal Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. If The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be Continuing: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure by shall remain unremedied for five (5) Business Days following written notice thereof to the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days;Seller, as applicable. (b) any failure on Any representation, warranty, certification or statement made by the part of Seller, the Servicer duly or the Originator in this Agreement, any other Transaction Document or in any other document delivered pursuant hereto shall prove to observe or perform have been incorrect in any material respect any other covenants when made or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) after the earlier to occur of deemed made. (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Administrative Agent Seller or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an Insolvency Event with respect to order for relief or the Servicer; (d) appointment of a Termination Event; (e) receiver, trustee or other similar official for it or any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period substantial part of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bankits property, or (ii) the date on which Seller or any Servicer shall take any corporate action to authorize any of the Servicer has actual knowledge thereof;actions set forth in clause (i) above in this subsection (c). (fd) As at the end of any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of 15 Business Days after the earlier to occur of calendar month: (i) the date on which written notice average of such incorrectness requiring the same to be remedied Delinquency Ratios for each of the three consecutive calendar months then most recently ended shall have been given to the Servicer by the Administrative Agent or any Lender or exceed 4.00%; (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-calendar month period is greater than 12shall exceed 3.25%; or (liii) as the average of the Default Ratios for each of the three consecutive calendar months then most recently ended shall exceed 4.00%. (e) The Originator (i) shall fail to perform or observe any date of determinationterm, the weighted average covenant or agreement contained in any other Transaction Document, or (weighted by the respective Outstanding Loan Balanceii) Dilution Ratio shall for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the contrarySeller, as purchaser under the Administrative AgentSale Agreement, by written notice to or any "EVENT OF DEFAULT" or "POTENTIAL EVENT OF DEFAULT" shall occur under the Servicer Sale Agreement. (with a copy to the Collection Account Bank and Backup Servicerf) The aggregate Receivable Interests hereunder shall at any time exceed 100%. (a “Servicer Termination Notice”), may terminate all g) A Change of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Control shall occur.

Servicer Defaults. If any one Any of the following events (shall ----------------- constitute a “"Servicer Default”) shall occur and be Continuing": (a) any failure by the Servicer to take any action that it is required to take in its capacity as Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement any Transaction Document or the other Transaction Documents to give instructions or to give notice to Trustee to make such payment, transfer or deposit, which failure continues unremedied for a period of two three Business Days;, (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the any other Transaction Documents to Document, which the Servicer is a party and the same failure continues unremedied for a period of fifteen (15) 25 Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure the failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or (ii) the date on which a Responsible Officer of the to Servicer acquires actual knowledge thereof;and Trustee by any Investor Certificateholder, (c) an Insolvency Event with respect to the Servicer;Servicer shall assign its duties under this Agreement, except as permitted by Sections 3.1(b) and 8.3, --------------- --- (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect when made or delivered, and continues to be unremedied incorrect in any material respect for a period of 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or to Servicer and Trustee by any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as of any date of determinationInvestor Certificateholder, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (le) as any Bankruptcy Event shall occur with respect to Servicer. In the event of any date Servicer Default, so long as such Servicer Default shall not have been remedied, Trustee (at the direction of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative AgentRequired Person), by written notice then given in writing to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer "Termination Notice”"), may shall terminate all of the rights and obligations (other than obligations of the such Servicer under Sections 8.4 and 11.5) of Servicer as Servicer under this Agreement (other than fees or expenses owed to the Agreement. As soon as possible, and in any event within two Business Days, after an Authorized Officer of Servicer which have accrued or been incurred prior to the delivery has obtained knowledge of the occurrence of any Servicer Termination Notice)Default, Servicer shall furnish Transferor, Trustee and the Required Person, and Trustee shall promptly furnish each other Investor Certificateholder, notice of such Servicer Default.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be Continuingcontinuing: (a) any failure by the Servicer to make deliver to the Agent any Monthly Settlement Report, Purchase Date/Spread Account Surplus Settlement Report or Commercial Paper Settlement Report pursuant to Section 6.07 on or before the date such delivery is due under the terms of this Agreement; or (b) any failure by the Servicer to deliver any other information to the Agent required pursuant to Section 6.01 on or before the date such information, payment, transfer transfer, deposit, instruction or deposit into notice is required to be made or given under the Collection Account (includingterms of this Agreement, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two three Business Days;Days after such information is due under the terms of this Agreement; or (bc) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any of the other Transaction Documents related documents to which the Servicer it is a party and the same which continues unremedied for a period of fifteen (15) ten Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer servicer by the Administrative Agent, or to the Servicer and the Agent by the Purchaser; or (ii) the date on which a Responsible Officer Servicer shall assign its duties under this Agreement or under any of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event other related documents to which it is a party, except as permitted in accordance with respect to the Servicer;terms of Sections 8.02 and 10.04; or (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in this Agreement or any Transaction Document other related document to which it is a party or in any certificate delivered pursuant to this Agreement or any other Transaction Document to which it is a party shall prove to have been incorrect in any material respect when made made; or (e) The Seller or the Originator shall fail to pay any principal of or premium or interest on any Debt in an amount in excess of $10,000 (with respect to the Seller) or $250,000 (with respect to the Originator), when the same becomes due and continues payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any Debt in an amount in excess of $10,000 (with respect to the Seller) or $750,000 (with respect to the Originator) or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be unremedied for due and payable or required to be prepaid (other than by a period of 15 Business Days regularly scheduled required prepayment) prior to the stated maturity thereof; or (f) a final judgment is rendered against the Servicer while acting as Servicer in an amount greater than $1,000,000 and, within 45 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 45 days after the earlier to occur expiration of any such stay, such judgment is not discharged; or (g) either the Agent or the Purchaser (i) the date on which written shall receive notice of such incorrectness requiring the same to be remedied shall have been given to from the Servicer by that the Administrative Agent or any Lender Servicer is no longer able to discharge its duties under this Agreement or (ii) shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, that the date Servicer: (A) has experienced a material adverse change in its business, assets, liabilities, operations, or financial condition, (B) has defaulted on which a Responsible Officer any of its material obligations (other than those included in this Agreement), or (c) has ceased to conduct its business in the ordinary course, then, so long as such Servicer acquires knowledge thereof; (g) as of any date of determinationDefault shall not have been remedied, the weighted average (weighted Agent by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans notice given in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice writing to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “"Servicer Termination Notice”"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to such termination being herein called a "Servicer Transfer"). After receipt by the Servicer which have accrued or been incurred prior to the delivery of such Servicer Termination Notice, all authority and power of the Servicer Termination Notice)under this Agreement shall pass to and be vested in the Standby Servicer or another Successor Servicer appointed pursuant to Section 8.02; and, without limitation, the Agent is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Agent and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Purchased Receivables and related Purchased Assets provided for under this Agreement, including, without limitation, all authority over any Collections which shall on the date of transfer be held by the Servicer for deposit or withdrawal in a Lock-box Account or the Agent's Account or which shall thereafter be received by the Servicer with respect to the Purchased Receivables, and in assisting the successor servicer in enforcing all rights under this Agreement including, without limitation, allowing the Successor Servicer's personnel access to the Servicer's premises for the purpose of collecting payments on the Purchased Assets made at such premises. The Servicer shall promptly transfer its electronic records relating to the Purchased Assets to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Purchased Assets in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Servicer's officers and employees.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be Continuingcontinuing with respect to the Servicer: (a) any failure by the Servicer to make deliver, within two Business Days of the earlier date set forth below in clause (i) or (ii), any paymentDaily Report or, transfer within three Business Days of the earlier date set forth below in clause (i) or deposit into the Collection Account (includingii), without limitationany Monthly Settlement Statement, with respect in either case, conforming in all material respects to the remittance requirement of Collections) Section 4.01 or 4.02, as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to observe or perform case may be, in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) each case, after the earlier to occur of (i) the date upon which a Responsible Officer of the Servicer obtains knowledge of such failure or (ii) the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Company or (ii) the date on which a Responsible Officer Trustee, or to the Company, the Servicer and the Trustee from holders of Investor Certificates evidencing 25% or more of the Servicer acquires actual knowledge thereofAggregate Invested Amount or by any Agent; (cb) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver pay any amount required to be paid by it under any Pooling and Servicing Report hereunder and Agreement on or before the same continues unremedied for a period of three (3) date occurring five Business Days after the earlier to occur of (i) the date upon which a Responsible Officer of the Servicer obtains knowledge of such failure or (ii) the date on which written notice of such failure failure, requiring the same to be remedied, shall have been given to the Servicer by the Administrative Agent Company or Collection Account Bankthe Trustee, or to the Company, the Servicer and the Trustee by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Agent; (iic) failure on the part of the Servicer duly to observe or to perform in any material respect any other of its covenants or agreements set forth in any Pooling and Servicing Agreement, which failure has a material adverse effect on the holders of any Outstanding Series and which material adverse effect continues unremedied for 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company and the Servicer has actual knowledge thereofby the Trustee, or to the Company, the Servicer and the Trustee by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Agent; provided, that no Servicer Default shall be deemed to occur under this subsection with respect to a failure on the part of the Servicer if the Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; (fd) any representation, warranty or certification made by the Servicer in any Transaction Document Pooling and Servicing Agreement or in any certificate delivered pursuant to any Transaction Document thereto shall prove to have been incorrect in any material respect when made or deemed made, which incorrectness has a material adverse effect on the holders of any Outstanding Series and which material adverse effect continues to be unremedied for a period of 15 Business Days 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness thereof, requiring the same to be remedied remedied, shall have been given to the Company and the Servicer by the Administrative Agent Trustee, or to the Company, the Servicer and the Trustee by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Lender or (ii) Agent; provided, that no Servicer Default shall be deemed to occur under this subsection with respect to a failure on the date on which a Responsible Officer part of the Servicer acquires knowledge thereof; (gif the Servicer shall have complied with the provisions of Section 5.02(b) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in with respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation)thereto; (i) as of any date of determination, a court having jurisdiction in the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio premises shall enter a decree or order for any rolling three-month period is greater than 3% (provided that Defaulted Loans relief in respect of at least two different Obligors are used to form the basis Servicer in an involuntary case under any Applicable Insolvency Law, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law and shall not be stayed; (ii) an involuntary case is commenced against the Servicer under any Applicable Insolvency Law, a decree or order of a court having jurisdiction in the premises for such calculation); (j) as the appointment of a receiver, liquidator, sequestrator, 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 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 process is issued against any substantial part of the property of the Servicer, and the continuance of any date such events in this clause (ii) for 60 days unless dismissed, bonded or discharged; (iii) the Servicer shall at its request have a decree or an order for relief entered with respect to it, commence a voluntary case under the Bankruptcy Code or any Applicable Insolvency Law, consent to the entry of determinationa decree or an order for relief in an involuntary case, or to the weighted average conversion of an involuntary case to a voluntary case, under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian of all or a substantial part of its property; (weighted iv) the making by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as Servicer of any date general assignment for the benefit of determination, creditors; (v) the weighted average inability or failure of the Servicer generally to pay its debts as such debts become due; or (weighted by vi) the respective Outstanding Loan Balance) Dilution Ratio for Board of Directors of the Servicer adopts any rolling three-month period is greater than 12%resolution or otherwise authorizes action to approve any of the foregoing; or (lf) as one or more judgments for the payment of any date money (to the extent not bonded or covered by insurance to the reasonable satisfaction of determination, the weighted average Agent) shall be rendered against the Servicer (weighted by the respective Outstanding Loan Balancei) Dilution Ratio for any rolling twelve-month period is in an aggregate amount greater than 8.0%; then notwithstanding anything herein $10,000,000 or (ii) that, individually or in the aggregate, have resulted or could reasonably be expected to the contrary, the Administrative Agent, by written notice result in a Material Adverse Effect with respect to the Servicer and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Servicer to enforce such judgment or judgments; then, in the event of any Servicer Default, so long as the Servicer Default shall not have been remedied or waived, the Company (with the consent of the Trustee) may, the Company at the direction of the Trustee shall, and the Company and the Trustee shall, at the written direction of the holders of Investor Certificates evidencing more than 50% of the Aggregate Invested Amount voting as a copy single class, by notice then given in writing to the Collection Account Bank Servicer and Backup Servicer) each Rating Agency (a “Servicer "Termination Notice”"), may terminate all or any part of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed the Pooling and Servicing Agreements. Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to under clause (b) above for a period of 10 Business Days after the applicable grace period or a delay in or failure of performance referred to under clauses (a), (c) or (d) above for a period of 30 Business Days after the applicable grace period shall not constitute a Servicer which Default, if such delay or failure could not have accrued been prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by a Force Majeure Delay. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been incurred prior appointed by the Company and the Trustee pursuant to the delivery Section 6.02, all authority and power of the Servicer under any Pooling and Servicing Agreement to the extent specified in such Termination NoticeNotice shall pass to and be vested in a Successor Servicer (a "Service Transfer"), as the case may be; and, without limitation, the Trustee is hereby directed, authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or to deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and the Trustee shall incur no liability in connection with effecting such Service Transfer. The Servicer agrees to cooperate with the Company and the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct its duties hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under the Pooling and Servicing Agreements (including, without limitation, all authority over all Collections that shall on the date of transfer be held by the Servicer for deposit, or that have been deposited by the Servicer, in the Collection Account, or that shall thereafter be received with respect to the Receivables), and in assisting the Successor Servicer. Upon a Service Transfer, the terminated Servicer shall (x) promptly assemble all of its documents, instruments and other records (including credit files, licenses (to the extent transferable), rights, copies of all relevant computer programs and any necessary licenses (to the extent transferable) for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables sold and assigned to the Trust and (ii) are otherwise necessary to enable a Successor Servicer to coordinate servicing of all such Receivables and to prepare and deliver Daily Reports and Monthly Settlement Statements, with or without the participation of the terminated Servicer, (y) promptly deliver or license (to the extent transferable) the use of all of the foregoing documents, instruments and other records to such Successor Servicer at a place designated by such Successor Servicer and (z) provide the Successor Servicer with access to its facilities, equipment, personnel, systems and leasehold agreements to assist the Successor Servicer in performing its obligations hereunder. In recognition of the terminated Servicer's need to have access to any such documents, instruments and other records that may be transferred to a Successor Servicer hereunder, whether as a result of its continuing responsibility as a servicer of accounts receivable that are not sold and assigned to the Trust or otherwise, such Successor Servicer shall provide to the terminated Servicer reasonable access to such documents, instruments and other records transferred by the terminated Servicer to it in connection with any activity arising in the ordinary course of the terminated Servicer's business; provided that the terminated Servicer shall not disrupt or otherwise interfere with the Successor Servicer's use of and access to such documents, instruments and other records. To the extent that compliance with this Section 6.01 shall require the terminated Servicer to disclose to the Successor Servicer information of any kind that the terminated Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the terminated Servicer shall reasonably deem necessary to protect its interests. All costs and expenses incurred by the terminated Servicer, the Successor Servicer and the Trustee in connection with any Service Transfer shall be for the account of the terminated Servicer, as the case may be, and to the extent any costs or expenses incurred by the Trustee are not so paid, the Trustee shall be entitled to be paid such items from amounts that would otherwise be distributable to the Company under Article III of the Pooling Agreement.

Servicer Defaults. If Section 6.1 The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be Continuing: (a) any failure by the Servicer shall fail (i) to make or remit any payment, transfer payment or deposit into the Collection Account required hereunder, or (includingii) to perform or observe any term, without limitation, with respect covenant or agreement hereunder (other than as referred to the remittance in clause (i) of Collectionsthis paragraph (a)) as required by this Agreement and any such failure under clause (i) or the other Transaction Documents which continues clause (ii) shall remain unremedied for a period ten (10) days after receipt of two Business Days;notice from Agent or Purchaser specifying such failure. (b) any failure on Any material representation, warranty, certification or statement made by the part of Seller or the Servicer duly in this Agreement or in any other document delivered pursuant hereto shall prove to observe or perform have been incorrect, in any material respect any other covenants when made or agreements deemed made. (c) Failure of the Servicer set forth in this Agreement or the other Transaction Documents TLC or any of its Consolidated Subsidiaries to which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) after the earlier to occur of pay any (i) The Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the date on which written notice benefit of such failure requiring the same to creditors; or any proceeding shall be remedied shall have been given to instituted by or against the Servicer by or any of its Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Administrative Agent entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (ii) the date on which a Responsible Officer Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (d); provided, however, that a Servicer acquires actual knowledge thereof; (c) an Insolvency Event Default shall only be deemed to have occurred with respect to any of the Servicer; above-described proceedings which are initiated involuntarily against Servicer if such proceeding is not dismissed within sixty (d60) a Termination Event;days of the date when initiated. (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period The Seller's, TLC or TLC Multimedia's receipt of three (3) Business Days after the earlier to occur of (i) the date on which written notice of any Indebtedness due to any party other than Fleet that any Indebtedness of more than $5,000,000 due to such party has been accelerated on account of a failure to pay such Indebtedness when due or occurrence of any other default thereunder continuing beyond any applicable grace period; provided, however, a Servicer Default shall not be deemed to have been given occurred if the Indebtedness so accelerated is the subject of a bona fide dispute and diligent efforts are being made to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof;resolve such dispute. (f) any representation, warranty or certification made by The Purchaser shall declare the Servicer in any Transaction Document or in any certificate delivered Facility Termination Date to have occurred following the occurrence of a Termination Event pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of 15 Business Days after the earlier to occur of Section 6.2(a), (ib), (c), (d), (e) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or (iif) the date on which a Responsible Officer of the Servicer acquires knowledge thereof;hereof. (g) There shall occur any material adverse change in the financial condition or operations of Servicer from and after the date hereof or there shall have occurred any event which materially and adversely affects Servicer's ability to perform its servicing obligations hereof. Then, so long as of any date of determinationsuch Servicer Default shall continue and not have been remedied, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice thereof given in writing to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as "Servicer" hereunder. Upon receipt by Servicer of such notice of termination, all authority and power of Servicer under this Agreement shall immediately cease and Agent shall be authorized and empowered to arrange for appointment of a successor Servicer (other than fees or expenses owed to the "Successor Servicer"), after consulting with Purchaser. Such successor Servicer which have accrued or been incurred prior to the delivery shall be paid a reasonable Servicer Fee out of the Collections consistent with market rates charged by third party servicers of such assets at such time, the payment of which fees shall have priority over any payments due to Seller hereunder. The Servicer Termination Notice).agrees that upon the occurrence of a Servicer Default, at its own expense, it shall promptly transfer all of the Records relating to Receivables to Agent or the

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingoccur: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the bifurcation and remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) comply in any material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral and in each case the same continues unremedied for a period of fifteen (15) Business Days 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder Purchaser Agent and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period of 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) [Reserved]; (f) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Purchaser Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.15(f)) of or to the Credit Policy and the Servicer fails to receive the written consent of the Administrative Agent within ten Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); provided, however, that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (g) as of any date of determination, Ares Capital Corporation or an Affiliate thereof shall cease to be the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation)Servicer; (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation)[Reserved]; (i) as of at any date of determinationtime, Ares Capital Corporation fails to maintain the weighted average (weighted by the respective Outstanding Loan Balance) Default Asset Coverage Ratio for any rolling three-month period is at greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used or equal to form the basis for such calculation)2:1; (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice).

Servicer Defaults. If any one Each of the following events (shall constitute a “"Servicer Default”) shall occur and be Continuing:" (a) any failure by the Servicer shall fail to make any payment, transfer remit or deposit into the Collection Account (including, without limitation, with respect fail to cause to be remitted to the remittance of CollectionsFunding Agent on any day any Collections or Discount required to be remitted to the Funding Agent on such day and such failure shall continue for three (3) as required by this Agreement Business Days after the date when such Collections or the other Transaction Documents which continues unremedied for a period of two Business DaysDiscount became due; (b) the Servicer shall fail to deposit, or pay or fail to cause to be deposited or paid when due any other amount due hereunder, and any such failure shall continue for three (3) Business Days after written notice thereof by the Funding Agent or any Owner to the Servicer; (c) failure on the part of the Transferor or the Servicer to duly to observe or perform in any material respect any other covenants or agreements of the Transferor or the Servicer set forth in the Purchase Agreement, this Agreement or any of the other Transaction Program Documents to which the Servicer is a party and the same failure continues unremedied for a period of fifteen twenty (1520) Business Days (if such failure can be remedied) days after the earlier to occur of (i) knowledge thereof or the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer Transferor or the Servicer, as applicable, by the Administrative Funding Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicerany Owner; (d) a Termination Eventany representation, warranty, certification or statement made by the Servicer under this Agreement or in any agreement, certificate, report, appendix, schedule or document furnished by the Servicer to any Owner or the Funding Agent pursuant to or in connection with this Agreement shall prove to have been false or misleading in any respect material to this Agreement or the transactions contemplated hereby as of the time made (including by omission of material information necessary to make such representation, warranty, certification or statement not misleading); (e) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Transferor or the Servicer, in any failure by insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the Servicer to deliver any required Servicing Report hereunder winding up or liquidation of their respective affairs, and the same continues unremedied continuance of any such decree or order unstayed and in effect for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof;60 consecutive days; or (f) any representation, warranty or certification made the consent by the Transferor or the Servicer to the appointment of a conservator or receiver or liquidator in any Transaction Document insolvency, readjustment of debt, marshaling of assets and liabilities, or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made and continues to be unremedied for a period similar proceedings of 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given or relating to the Servicer by the Administrative Agent Transferor or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) or of or relating to substantially all of their respective property; or the Transferor or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any date applicable insolvency or reorganization statute, make an assignment for the benefit of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect its creditors or voluntarily suspend payment of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingoccur: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the bifurcation and remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) comply in any material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral and in each case the same continues unremedied for a period of fifteen (15) Business Days 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such amount of recourse debt whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (de) a Termination Event[Reserved]; (ef) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Purchaser Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.15(f)) of or to the Credit Policy and the Servicer fails to receive the written consent of the Administrative Agent within ten Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); provided, however, that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (g) Ares Capital Corporation or an Affiliate thereof shall cease to be the Servicer; (h) as of any Determination Date, the Portfolio Charged-Off Ratio is greater than 3.0%; (i) [Reserved]; (j) Ares Capital Corporation fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by 80% of the proceeds of any equity offerings of Ares Capital Corporation consummated after the Closing Date; (k) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to all of Xxxxxxx Xxxxxxxxx, R. Xxxx xxXxxx and Xxxxxxx Xxxxx (or other individuals acceptable to the Administrative Agent), or any failure by all of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, and a reputable, experienced individual reasonably satisfactory to the Administrative Agent has not been appointed within 30 days of such event; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day-to-day management or failure to provide active and material participation in the Servicer’s daily activities. The Administrative Agent deems each of Xxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxxxx to be an acceptable, experienced appointee for purposes of satisfying this provision; (l) any failure by the Servicer to deliver (i) any required Servicing Report hereunder and on or before the same continues unremedied for a period of three (3) date occurring two Business Days after the earlier date such report is required to occur of (i) be made or given, as the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, case may be or (ii) any other Required Reports hereunder on or before the date on which occurring five Business Days after the Servicer has actual knowledge thereofdate such report is required to be made or given, as the case may be, in each case under the terms of this Agreement; (fm) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made made, which has a Material Adverse Effect on the Administrative Agent, any Purchaser Agent or the Secured Parties and which continues to be unremedied for a period of 15 Business Days 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (gn) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation)[Reserved]; (ho) as of any date of determination, the weighted average (weighted financial or other information reasonably requested by the respective Outstanding Loan Balance) Delinquency Ratio for Administrative Agent, any rolling six-month period Purchaser Agent or any Purchaser is greater than 4.5% (not provided that Delinquent Loans in respect as requested within a reasonable amount of at least two different Obligors are used to form the basis for time following such calculation)request; (ip) as the rendering against the Servicer of any date one or more final judgments, decrees or orders for the payment of determinationmoney in excess of United States $7,500,000, individually or in the weighted average (weighted by aggregate, and the respective Outstanding Loan Balance) Default Ratio continuance of such judgment, decree or order unsatisfied and in effect for any rolling three-month period is greater of more than 3% (provided that Defaulted Loans in respect 60 consecutive days without a stay of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%execution; or (lq) as any change in the control of any date the Servicer that takes the form of determinationeither a merger or consolidation that does not comply with the provisions of Section 5.5(b); then, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank Trustee and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be Continuingcontinuing: (a) any failure by the Servicer to make any payment, transfer or deposit into or to give instructions or notice to the Collection Account (Administrator as required by this Agreement including, without limitation, with respect while Fidelity is Servicer, any payment required to be made under the remittance of Collections) as Backup Servicer and Collateral Custodian Fee Letter, or to deliver any required by this Agreement Monthly Report or other Required Reports hereunder on or before the other Transaction Documents which continues unremedied for a period of date occurring two Business DaysDays after the date such payment, transfer, deposit, instruction of notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement any Transaction Document which has a material adverse effect on the Administrator or the other Transaction Documents to MSFC, which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) 30 days after the earlier first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder Administrator and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge becomes aware thereof; (fc) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made made, which has a material adverse effect on the Administrator or MSFC and which continues to be unremedied for a period of 15 Business Days 30 days after the earlier first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or Administrator and (ii) the date on which a Responsible Officer the Servicer becomes aware thereof; (d) an Insolvency Event shall occur with respect to the Servicer; (e) any material delegation of the Servicer acquires knowledge thereofServicer's duties which is not permitted by Section 6.1; (f) any financial or Asset information reasonably requested by the Administrator or MSFC as provided herein is not reasonably provided as requested; (g) as the rendering against the Servicer of any date a final judgment, decree or order for the payment of determinationmoney in excess of U.S. $1,000,000 and the continuance of such judgment, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio decree or order unsatisfied and in effect for any rolling three-month period is greater of more than 8.0% (provided that Delinquent Loans in respect 60 consecutive days without a stay of at least two different Obligors are used to form the basis for such calculation)execution; (h) as the failure of the Servicer to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any date event or condition which would permit acceleration of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation)recourse debt or other obligations if such event or condition has not been waived; (i) as any change in the management of any date the Servicer relating to the positions of determinationPresident, CEO, Chairman of the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation);Board and Executive Vice President; or (j) as any change in the control of any date the Servicer which takes the form of determination, either a merger or consolidation in which the weighted average (weighted by Servicer is not the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding surviving entity. Notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied, the Administrative AgentAdministrator, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer "Termination Notice”"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. If any one of the following events (each being a “"Servicer Default”") shall occur and be Continuingcontinuing: (a) any failure by the Servicer (i) to deliver any information to the Trustee required pursuant to Section 3.04(g)(vi) on or before the date such information is required to be given under the terms of this Indenture and such failure shall remain unremedied for three Business Days after written notice from the Trustee or the Insurer, (ii) to deliver any other information or reports to the Trustee required pursuant to Section 3.04(g) (including, without limitation, the failure to deliver any Servicer's Daily Report or Monthly Report) on or before the date such information, Servicer's Daily Report or Monthly Report is required to be given or made under the terms of this Indenture and such failure shall (in the case of any report other than a Servicer's Daily Report or Monthly Report) remain unremedied for ten Business Days after written notice from the Trustee or the Insurer, or (iii) to make any payment, transfer or deposit into on or before the Collection Account (includingdate such payment, without limitation, with respect transfer or deposit is required to be made under the remittance terms of Collections) as required by this Agreement Indenture or any of the other Transaction Documents to which continues unremedied for it is a period of two Business Days;party; or (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Indenture or any of the other Transaction Documents to which the Servicer it is a party and the same party, which failure continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) ten days after the earlier to occur of (i) the date on which written notice of such failure thereof, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or to the Servicer and the Trustee by any Noteholder or the Insurer; assignment by the Servicer of its duties without (i) an express assumption of the Servicer's obligations hereunder by such assignee, (ii) to the date on which a Responsible Officer of extent the Servicer acquires actual knowledge thereof;is the Originator, continued performance of its obligations under the Purchase and Contribution Agreement, and/or (iii) rating agency consent; or (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (f) any representation, warranty or certification made by the Servicer in this Indenture or any other Transaction Document to which it is a party or in any certificate delivered pursuant to this Indenture or any other Transaction Document to which it is a party shall prove to have been incorrect in any material respect when made made; or (d) the Servicer shall become subject to an Insolvency Event; or (e) a final judgment is rendered against the Originator while acting as Servicer in an amount greater than $1,000,000 and, within 30 days after entry thereof, such judgment is not discharged or execution thereof stayed pending appeal, or within 10 days after the expiration of any such stay, such judgment is not discharged; or (f) the Servicer or any Affiliate of the Servicer shall fail to pay any principal of or premium or interest on any Debt for which the Servicer is liable (whether as a primary or secondary party) if the aggregate principal amount of such Debt is $250,000 or more, when the same becomes due and continues payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be unremedied for due and payable or required to be prepaid (other than by a period regularly scheduled required prepayment) prior to the stated maturity thereof; or (g) if the Servicer is the Originator or an Affiliate of 15 Business Days after the earlier Originator, the occurrence of any Wind Down Event specified in Section 9.01(l) or (p); or (h) the Trustee or the Insurer (A) shall receive notice from the Servicer that the Servicer is no longer able to occur discharge its duties under this Indenture or (B) shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, that the Servicer (1) has experienced a material adverse change in its business, assets, liabilities, operations, or financial condition, (2) has defaulted on any of its material obligations (other than those included in this Indenture), or (3) has ceased to conduct its business in the ordinary course; or (i) the Servicer shall fail to comply in any material respect with the Credit and Collection Policy in the performance of its duties hereunder; Following the occurrence of a Servicer Default, the Control Party may among other things, declare an Event of Default, deliver a Termination Notice to the Servicer and effect a Service Transfer. The Control Party may waive any default by the Issuer or the Servicer in the performance of their obligations under this Indenture and its consequences, provided, however, that the Control Party shall not have the right to forgive the payment of principal or interest on any Note. Upon any such waiver of a past default, such default shall cease to exist, and any such default shall be deemed to have been remedied for every purpose of this Indenture. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. After receipt by the Servicer of a Termination Notice, and on the date on which written notice of such incorrectness requiring the same to be remedied that a Successor Servicer shall have been given appointed pursuant to Section 10.02, all authority and power of the Servicer under this Indenture shall pass to and be vested in such Successor Servicer (a "Service Transfer"); and, without limitation, the Trustee is hereby authorized, empowered and instructed (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate, at its expense, with the Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Acquired Advances as provided under this Indenture, including all authority over all Collections which shall on the date of such Service Transfer be held by the Servicer for deposit to the Servicer Collection Account, the Reserve Account or the Issuer's Account, or which have been deposited by the Administrative Agent Servicer to the Collection Account, or any Lender other account, or which shall thereafter be received with respect to the Acquired Advances, and (ii) assisting the date on which a Responsible Officer Successor Servicer until all servicing activities have been transferred to such Successor Servicer, such assistance to include, without limitation, (x) assisting any accountants selected by the Successor Servicer to verify collection records and reports made prior to the Service Transfer and (y) assisting the Successor Servicer in making the computer systems of the Servicer acquires knowledge thereofand the Successor Servicer compatible to the extent necessary to effect the Service Transfer. The Servicer shall, at its expense, within five Business Days of such Service Transfer, (A) assemble such documents, instruments and other records (including computer tapes and discs), which evidence the Acquired Advances and the other Pledged Assets, and which are necessary or desirable to collect the Acquired Advances and shall make the same available to the Successor Servicer or the Trustee or its designee at a place selected by the Successor Servicer or the Trustee and in such form as the Successor Servicer or the Trustee may reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Acquired Advances in a manner acceptable to the Successor Servicer and the Trustee, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Trustee or its designee. At any time following a Termination Notice: (1) The Servicer shall, at the Trustee's request and at the Servicer's expense, give notice of the Trustee's security interest in the Acquired Advances to the related Obligors and direct that payments be made directly to the Trustee or its designee; (g2) as of any date of determinationIf the Servicer fails to provide the notice to Obligors required in paragraph (1) above, the weighted average Trustee may direct the Obligors of Acquired Advances or any of them, that payment of all amounts payable under any such Acquired Advances be made directly to the Trustee or its designee; (weighted by 3) Each of the respective Outstanding Loan Balance) Delinquency Ratio for Issuer and Noteholder hereby authorizes the Trustee to take any rolling three-month period is greater than 8.0% (provided that Delinquent Loans and all steps in the Issuer's name and on behalf of the Issuer and the Noteholders necessary or desirable, in the determination of the Trustee, to collect all amounts due under any and all Acquired Advances, including, without limitation, endorsing the Issuer's name on checks and other instruments representing Collections in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for Acquired Advances and enforcing such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Acquired Advances.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingcontinuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the bifurcation and remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) and the same continues unremedied for a period of fifteen (15) Business Days 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer fails in any material respect to deliver any required comply with the Credit and Collection Policy and the Servicing Report hereunder Standard regarding the servicing of the Collateral and the same continues unremedied for a period of three 30 days (3if such failure can be remedied) Business Days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or the Trustee and (ii) the date on which a Responsible Officer of the Servicer has actual acquires knowledge thereof; (f) [Reserved] (g) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.18(g)) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent or the other Secured Parties, without the prior written consent of the Administrative Agent which amendment shall remain in effect for a period of ten Business Days after notice thereof is delivered to the Administrative Agent (which notice has been delivered within seven days after the effectiveness of such amendment) and the Administrative Agent shall not have delivered a written consent thereto during such ten Business Day period; provided, however, that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (h) the Company or an Affiliate thereof shall cease to be the Servicer; (i) the occurrence or existence of any change with respect to the Servicer which has a Material Adverse Effect; (j) the Company fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by (i) 80% of the proceeds of any equity offerings of the Company consummated after the Closing Date, and (ii) 50% of cumulative positive net income earned by the Company after the Closing Date; (k) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (l) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made made, which has a Material Adverse Effect on the Administrative Agent or the Secured Parties and which continues to be unremedied for a period of 15 Business Days 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (gm) as of [Reserved]; (n) any date of determinationfinancial or other information reasonably requested by the Administrative Agent, the weighted average Liquidity Bank or the Lender is not provided as requested within a reasonable amount of time following such request; (weighted by o) the respective Outstanding Loan Balance) Delinquency Ratio rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any rolling three-month period is greater of more than 8.0% 60 consecutive days without a stay of execution; (provided that Delinquent Loans p) any change in respect the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) which would result in the failure of at least two different Obligors are used three of Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx-Xxxxxxx, Xxxxxx Xxxxx, Xxxx Xxxx, Xxxxxxx Xxxxxx or Xxxx Xxxxxxxxx to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which no later than 60 days after the occurrence of any event specified above is not cured by the Servicer hiring or appointing an existing employee who is a reputable, experienced individual reasonably satisfactory to the Administrative Agent to replace the Person who is no longer actively participating in the management of the Servicer or which is not waived in writing by the Administrative Agent; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day to day management or failure to provide active and material participation in the Servicer’s daily activities; (q) any change in the control of the Servicer that takes the form of either a merger or consolidation that does not comply with the basis for such calculationprovisions of Section 5.5(b); (hr) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation);[Reserved] (is) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%[Reserved]; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup ServicerTrustee) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. If The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be Continuing: (a) any failure by the The Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) after the earlier to occur of Seller shall fail (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent make when due any payment or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any deposit required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bankhereunder, or (ii) the date on which to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days following written notice thereof to the Servicer has actual knowledge thereof;or the Seller, as applicable. (fb) any Any representation, warranty warranty, certification or certification statement made by the Seller, the Servicer or the Originator in this Agreement, any other Transaction Document or in any certificate other document delivered pursuant to any Transaction Document hereto shall prove to have been incorrect in any material respect when made and continues or deemed made. (i) The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be unremedied instituted by or against the Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a period receiver, trustee or other similar official for it or any substantial part of 15 Business Days after its property, or (ii) the earlier Seller or any Servicer shall take any corporate action to occur authorize any of the actions set forth in clause (i) above in this subsection (c). (d) As at the end of any calendar month: (i) the date on which written notice average of such incorrectness requiring the same to be remedied Delinquency Ratios for each of the three consecutive calendar months then most recently ended shall have been given to the Servicer by the Administrative Agent or any Lender or exceed 2.75%; (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-calendar month period is greater than 12shall exceed 3.25%; or (liii) as the average of the Default Ratios for each of the three consecutive calendar months then most recently ended shall exceed 2.50%. (e) The Originator (i) shall fail to perform or observe any date of determinationterm, the weighted average covenant or agreement contained in any other Transaction Document, or (weighted by the respective Outstanding Loan Balanceii) Dilution Ratio shall for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein reason cease to transfer, or cease to have the legal capacity or otherwise be incapable of transferring, Receivables to the contrarySeller, as purchaser under the Administrative AgentSale Agreement, by written notice to or any "Event of Default" or "Potential Event of Default" shall occur under the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Sale Agreement.

Servicer Defaults. If any one The occurrence of anyone or more of the following events (shall constitute a “Servicer Default”) shall occur and be Continuing: (a) any failure by The Servicer shall fail to instruct the Servicer Bank and Owner to make any payment, transfer or deposit into on or before the Collection Account date occurring three (including, without limitation, with respect 3) Business Days after the date such instruction is required to be made by the remittance of Collections) as required by Servicer under this Agreement or shall fail duly to observe any covenant of the other Transaction Documents which continues unremedied for a period of two Business Days;Servicer set forth in Section 3.2 or Section 4.2. (b) any failure on the part of the The Servicer shall fail duly to observe or perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement or the in any other Transaction Documents to which the Servicer is a party Document and the same continues such failure shall continue unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof;receives notice of such failure and the date on which the Servicer becomes aware of such failure, or should have become aware pursuant to usual and customary policies and procedures normally applied by Servicer in accordance with Section 4.2(a). (fc) any Any representation, warranty or certification made by the Servicer in any Transaction Document this Agreement or in any certificate delivered pursuant to any other Transaction Document shall prove to have been incorrect in any material respect when made or deemed made and continues such representation, warranty or certification shall continue to be unremedied incorrect in any material respect for fifteen (15) days after the earlier of the date on which the Servicer receives notice of such incorrectness and the date on which the Servicer becomes aware of such incorrectness, or should have become aware pursuant to usual and customary policies and procedures normally applied by· Servicer in accordance with Section 4.2(a). (d) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of 15 Business Days after ninety (90) days, or the earlier Servicer shall admit in writing its inability to occur pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. (ie) The Annual Attrition Rate equals or exceeds 15.0% or the Quarterly Attrition Rate equals or exceeds 17.0%, except as disclosed on Schedule 5.1(e) hereto. (f) There occurs and is continuing a material Event of Default under that certain Credit Agreement by and between Owner and FCC, LLC (“FCC”) as agent and the lenders thereto (as the same may be amended, modified or restated, the “Senior Credit Agreement”) under Section 8.1.1, 8.1.12, 8.1.13 or 8.1.3 (but with respect to Section 8.1.3, only with respect to an Event of Default thereunder caused by a breach of Section 7.2.16 or 7.2.20) of the Senior Credit Agreement or such Event of Default under the Senior Credit Agreement which materially adversely effects the Alarm Accounts as collateral or the ability of Owner to service the Senior Funded Debt (as currently defined in the Senior Credit Agreement) in both cases, as reasonably determined by FCC as agent, beyond the date on which written notice of such incorrectness requiring the same thereof is delivered to be remedied shall have been given to the Servicer CastleRock by the Administrative Agent FCC or any Lender or (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as Owner, plus application of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%; or (l) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, the Administrative Agent, by written notice to the Servicer (cure period. Owner shall promptly provide CastleRock with a copy of any notice of default under the Senior Credit Agreement which it receives; provided however this Section 5.1(f) shall apply only to such Events of Default which arise under the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all terms of the rights Senior Credit Agreement as executed by the parties as of May 25, 2007, a true and obligations correct copy of the Servicer as Servicer under this Agreement (other than fees or expenses owed which has been provided to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)CastleRock by Owner.

Servicer Defaults. If any one (a) Definition. Any of the following events (will constitute a “"Servicer Default”) shall occur and be Continuing" pursuant to this Agreement: (ai) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the remittance of Collections) as required by this Agreement or the other Transaction Documents deliver any Monthly Statement or Annual Statement which continues unremedied for a period of two beyond the second Business DaysDay after the date upon which such payment, transfer, deposit or delivery is required to be made pursuant to this Agreement; (bii) any failure on the part of by the Servicer duly to observe or perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in pursuant to this Agreement or Agreement, if such failure materially and adversely affects the other Transaction Documents to which rights of the Servicer is a party Lender and the same continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) thirty days after the earlier to occur of (ia) the date on which written notice of demand that such failure requiring the same to be remedied shall have been is given to the Servicer by the Administrative Agent Lender or (iib) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereofbecomes aware of such failure; (ciii) an Insolvency Event with respect to any delegation of the Servicer's duties pursuant to this Agreement, except as permitted pursuant to Section 6.7; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer has actual knowledge thereof; (fiv) any representation, warranty or certification made by the Servicer in any Transaction Document this Agreement or in any certificate delivered pursuant to any Transaction Document shall prove this Agreement proves to have been incorrect in any material respect when made and such incorrect statement has a material and adverse effect on the rights of the Lender and continues to be unremedied incorrect in any material respect for a period of 15 Business Days thirty days after the earlier to occur of (ia) the date on which written notice of demand that such incorrectness requiring the same to incorrect statement be remedied shall have been is given to the Servicer by the Administrative Agent or any Lender or (iib) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (g) as becomes aware of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%incorrect statement; or (lA) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater than 8.0%; then notwithstanding anything herein Servicer consents to the contraryappointment of a conservator or receiver or liquidator in any insolvency, the Administrative Agentreadjustment of debt, by written notice marshaling of assets and liabilities or similar proceeding of or relating to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate or all or substantially all of its Property, (B) a decree or order of a court or agency or supervisory authority having proper jurisdiction for the rights appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and obligations liabilities or similar proceeding, or for the winding-up or liquidation of the Servicer as Servicer under this Agreement (other than fees or expenses owed to Servicer's affairs, is entered against the Servicer which have accrued and such decree or been incurred prior to the delivery order remains in force undischarged or unstayed for a period of 90 days, or (C) the Servicer Termination Notice)admits in writing its inability to pay, or fails to pay, its debts generally as they become due, files a petition or commences any case or proceeding to take advantage of any applicable bankruptcy, insolvency or reorganization statute, makes any assignment for the benefit of its creditors or voluntarily suspends payment of its obligations.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be Continuingcontinuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including, without limitation, with respect to the bifurcation and remittance of Collections) as required by this Agreement or the other Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) and the same continues unremedied for a period of fifteen (15) Business Days 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $5,000,000, individually or in the aggregate, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer fails in any material respect to deliver any required comply with the Credit and Collection Policy and the Servicing Report hereunder Standard regarding the servicing of the Collateral and the same continues unremedied for a period of three 30 days (3if such failure can be remedied) Business Days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or the Trustee and (ii) the date on which a Responsible Officer of the Servicer has actual acquires knowledge thereof; (f) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 3.5%; (g) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.18(g)) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent or the other Secured Parties, without the prior written consent of the Administrative Agent which amendment shall remain in effect for a period of ten Business Days after notice thereof is delivered to the Administrative Agent (which notice has been delivered within seven days after the effectiveness of such amendment) and the Administrative Agent shall not have delivered a written consent thereto during such ten Business Day period; provided, however, that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (h) the Company or an Affiliate thereof shall cease to be the Servicer; (i) the occurrence or existence of any change with respect to the Servicer which has a Material Adverse Effect; (j) the Company fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by (i) 80% of the proceeds of any equity offerings of the Company consummated after the Closing Date, and (ii) 50% of cumulative positive net income earned by the Company after the Closing Date; (k) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (l) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect when made made, which has a Material Adverse Effect on the Administrative Agent or the Secured Parties and which continues to be unremedied for a period of 15 Business Days 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (gm) [Reserved]; (n) any financial or other information reasonably requested by the Administrative Agent, the Liquidity Bank or the Lender is not provided as requested within a reasonable amount of time following such request; (o) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $7,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (p) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to any four of Xxx Xxxxxx, Xxxx Xxxxxxxx, Xxx Xxxxxx, Xxxxx Xxxxxxx-Xxxxxxx, Xxxx Xxxxxx, Xxxx Xxxxxxxxx, Xxx Xxxxxxxx and Xxx Xxxxxxxx, or any failure by any four of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which no later than 60 days after the occurrence of any date of determination, the weighted average (weighted event specified above is not cured by the respective Outstanding Loan BalanceServicer hiring a reputable, experienced individual reasonably satisfactory to the Administrative Agent to replace the Person who is no longer actively participating in the management of the Servicer or which is not waived in writing by the Administrative Agent; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day to day management or failure to provide active and material participation in the Servicer’s daily activities; (q) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided change in the control of the Servicer that Delinquent Loans in respect takes the form of at least two different Obligors are used to form either a merger or consolidation that does not comply with the basis for such calculationprovisions of Section 5.5(b); (hr) the Subservicing Agreement with JPMorgan FCS Corp. ceases to be in effect for 90 days during such time as of any date of determinationit is required to be in effect hereunder, and such Subservicing Agreement is not replaced with subservicing arrangements satisfactory to the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans Administrative Agent in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%its sole discretion; or (ls) as the unpaid outstanding face amount of any date the $100,000,000 Delayed Draw Extendible Senior Secured Notes due 2008 of determination, the weighted average Company (weighted by the respective Outstanding Loan Balance“Fortress Notes”) Dilution Ratio for any rolling twelve-month period is greater than 8.0%has been declared due and payable in full following the occurrence of an event of default with respect to the Fortress Notes; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup ServicerTrustee) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice)Agreement.

Servicer Defaults. (a) If any one of the following events (a “----------------- "Servicer Default”") shall occur and be Continuing:continuing: ---------------- (ai) any failure by the Servicer to deliver to the Deal Agent or any Managing Agent any information or reports required pursuant to Section 6.01(a), (d), (e) or (f), which continues unremedied for a ---------------------------------- period of five Business Days after such report is due; provided, -------- however, the Servicer shall not be entitled to cure any future failure ------- to deliver any Servicer's Daily Report pursuant to Section 6.01(a) ---------------- after the Servicer shall have received written notice from to the Deal Agent or any Managing Agent to the effect that, in its reasonable good faith judgment and based on information it believes to be reliable, it has determined that the Servicer is no longer able (or, in the future may no longer be able) to discharge its duties effectively under this Credit Agreement or under any of the other Facility Documents to which it is a party; or (ii) any failure (i) by the Servicer to deliver any other information to the Deal Agent or any Managing Agent required pursuant to Section 6.01 (including, without limitation, the failure to deliver ------------ any Settlement Report) on or before the date such information or Settlement Report is required to be given or made under the terms of this Credit Agreement, (ii) by the Servicer or FCI to make any payment, transfer or deposit into on or before the Collection Account date such payment, transfer or deposit is required to be made under the terms of this Credit Agreement or any of the other Facility Documents to which it is a party, and, solely in the case of any such payments which do not constitute payments of principal or interest on the Loans, such failure shall remain unremedied for three Business Days after written notice from the Deal Agent or (including, without limitation, with respect iii) by the Servicer to give instructions or notice to the remittance Deal Agent or any Managing Agent pursuant to Article IX on or before the date such instruction or ----------- notice is required to be made or given under the terms of Collections) as required by this Agreement or the other Transaction Documents which continues Credit Agreement, and such failure shall remain unremedied for a period of two five Business Days;; or (biii) any failure on the part of (i) the Servicer or FCI duly to observe or perform in any material respect any other covenants or agreements of the Servicer or FCI set forth in this Credit Agreement or any of the other Transaction Facility Documents to which it is a party, or (ii) if the Servicer is a party FAC, enforce and otherwise pursue any of its rights against FCI under any of the same Facility Documents at the direction of the Deal Agent or any Managing Agent from time to time, which failure continues unremedied for a period of fifteen (15) Business Days (if such failure can be remedied) ten days after the earlier to occur of (i) the date on which written notice of such failure thereof, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Deal Agent, or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer and the Collateral Agent by any of the Administrative Deal Agent, any Managing Agent or Collection Account Bank, any Lender; or (ii) the date on which the Servicer has actual knowledge thereof;or FCI shall assign its duties under this Credit Agreement or under any of the other Facility Documents to which it is a party, except as permitted in accordance with the terms of Sections -------- 11.02 and 14.04; or ----- ----- (fiv) any representation, warranty or certification made by the Servicer or FCI in this Agreement or any Transaction other Facility Document to which it is a party or in any certificate delivered pursuant to this Credit Agreement or any Transaction other Facility Document to which it is a party shall prove to have been incorrect in any material respect when made and continues or deemed to be unremedied made; or (A) An Insolvency Event shall occur with respect to any of the Servicer, the Seller, FAC, FCI, any other Originator, or any other Significant Subsidiary of FCI; or (B) any of the Servicer, the Seller, FAC or FCI, or any other Affiliate of FCI, shall take any corporate action to authorize the filing of any such Insolvency Proceeding; (vi) there shall remain in force, undischarged, unsatisfied, unbonded (or not otherwise fully insured) and unstayed, for a period more than thirty days, whether or not consecutive, any final judgment rendered against FAC (if FAC or any Affiliate of 15 Business Days FAC is the Servicer), or against FCI, which, together with any other outstanding final judgments against such Persons which have remained in force, undischarged, unsatisfied, unbonded (or not otherwise fully insured) and unstayed, for more than thirty days, exceed, in aggregate, an amount equal to $1,000,000; or (A) other than in the cases described in clauses (B) and (C) below, the Servicer shall fail to pay any principal of or premium or interest on any Debt, if the aggregate principal amount of such Debt is $1,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the earlier applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt or any other event, shall occur of (i) and shall continue after the date on which written notice applicable grace period, if any, specified in such agreement or instrument if the effect of such incorrectness requiring default or event is to accelerate, or to permit the same acceleration of, the maturity of such Debt; or any such Debt shall be declared to be remedied due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or (B) if the Servicer is FCI or an Affiliate of FCI, forty-five (45) days shall have elapsed after the occurrence of an "Event of Default" under the Consolidated Credit Agreement (each such agreement, if terminated, being deemed to be in effect in the form existing immediately prior to termination, for purposes of determining the existence of an "Event of Default" under this paragraph), and such "Event of Default" shall not have been given cured or waived during such forty-five day period, or Fleet (or its agent) shall have otherwise taken any action to accelerate its indebtedness under either such agreement or pursued any other remedy against any obligor or its assets thereunder; or (C) if the Servicer is FCI or an Affiliate of FCI, the occurrence of an "Event of Default" or an event which with the giving of notice or lapse of time or both would constitute an "Event of Default" under the Pledge and Servicing Agreement for the Interval Ownership and Lot Contract Pay-Through Notes (7.58%) Series 1993-A, issued by Fairfield Funding Corporation; or (viii) if the Administrative Servicer is FAC or an Affiliate of FAC, FCI, or the Borrower, the occurrence of any Event of Default; or (ix) any of the Collateral Agent, the Deal Agent, any Managing Agent or any Lender (A) shall receive notice from the Servicer that the Servicer is no longer able to discharge its duties under this Agreement or (iiB) the date on shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which a Responsible Officer of they reasonably believe in good faith to be reliable, that the Servicer acquires knowledge thereof; (g) or, for as of any date of determinationlong as FAC is the Servicer, FCI has ceased to conduct its business in the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling three-month period is greater than 8.0% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (h) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of at least two different Obligors are used to form the basis for such calculation); (i) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (j) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the basis for such calculation); (k) as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is greater than 12%ordinary course; or (lx) the Servicer shall fail to materially comply with the Credit Standards and Collection Policies in the performance of its duties hereunder; (xi) the minimum Consolidated Tangible Net Worth shall at any time be less than the sum of (A) $230,000,000 plus (B) on a cumulative basis, 60% of positive Consolidated Net Income for each fiscal quarter beginning with the fiscal quarter ended June 30, 2000, plus (C) 100% of proceeds of any sale by FCI of (x) equity securities issued by FCI, or (y) warrants or subscription rights for equity securities issued by FCI; or (xii) the ratio of Consolidated Total Liabilities to Consolidated Tangible Net Worth shall exceed 2.25 to 1 at any time; or (xiii) as of the last day of any date of determinationfiscal quarter, the weighted average (weighted by ratio of Consolidated Earnings Before Interest and Taxes to Consolidated Total Revenue for the respective Outstanding Loan Balance) Dilution Ratio for any rolling twelve-month period is greater of four consecutive fiscal quarters ended on such date shall be less than 8.012.5%; then notwithstanding anything herein to the contraryThen, so long as such Servicer Default shall not have been remedied, the Administrative Agent, Deal Agent by written notice given in writing to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “"Servicer -------- Termination Notice”"), may at the request and shall at the direction of the ------------------ Required Managing Agents, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (other than fees or expenses owed to such termination being herein called a "Servicer Transfer"). After receipt by the Servicer which have accrued or been incurred prior to the delivery of such ----------------- Termination Notice, all authority and power of the Servicer Termination Notice)under this Agreement shall pass to and be vested Successor Servicer appointed pursuant to Section 11.02; and, without limitation, the Deal Agent is hereby -------------- authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) If at any time Bank One shall (i) cease to be a party to the Consolidated Credit Agreement or (ii) fail to agree to any waiver or amendment to the Consolidated Credit Agreement, then the failure to satisfy any one of the financial covenants set forth in Section 10 of the Consolidated Credit Agreement ---------- shall be a Servicer Default hereunder, with the same force and effect, as if set forth in this Section 11.01 in its entirety. ------------- (c) The Servicer agrees to cooperate with the Deal Agent and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Pledged Contracts provided for under this Agreement, including, without limitation, all authority over any Collections which shall on the date of transfer be held by the Servicer for deposit or withdrawal in a Lock-Box Account or the Collection Account or which shall thereafter be received by the Servicer with respect to the Pledged Contracts, and in assisting the Successor Servicer in enforcing all rights under this Agreement including, without limitation, allowing the Successor Servicer's personnel access to the Servicer's premises for the purpose of collecting payments on the Pledged Contracts made at such premises. The Servicer shall promptly transfer its electronic records relating to the Pledged Contracts to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Pledged Contracts in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Servicer's officers and employees. To the extent that compliance with this Section 11.01 shall require the Servicer to disclose to the Successor -------------- Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest and as shall be satisfactory in form and substance to the Successor Servicer. The Servicer hereby consents to the entry against it of an order for preliminary, temporary or permanent injunctive relief by any court of competent jurisdiction, to ensure compliance by the Servicer with the provisions of this paragraph.