Common use of Servicer Termination Events Clause in Contracts

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

Servicer Termination Events. If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any day: : (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two (2) Business Days; ; (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; ; (iii) 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 other Transaction Document to which it is a party as Servicer that 95 continues unremedied for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereof; ; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the 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, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; ; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; ; (vi) an Insolvency Event shall occur with respect to the Servicer; ; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; ; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; ; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; ; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; ; (xi) any Guarantor Event of Default shall occur; ; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.96

Servicer Termination Events. If The occurrence and continuance of any one of the following events (shall constitute a “Servicer Termination Event”) shall occur and be continuing on any day” hereunder: (ia) any failure by the Servicer to make any payment, transfer transfer, or deposit as required by this Agreement and such it as required by any Basic Document, to which it is a party, which failure shall continue for is not remedied within two (2) Business Days; (iib) any failure by the Servicer to give instructions or notice to deliver the BorrowerMonthly Report by the Reporting Date, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring which failure is not remedied within two (2) Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this AgreementDays; (iiic) an Insolvency Event shall occur with respect to the Servicer or any Subsidiary of the Servicer; (d) 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 this Agreement or any the other Transaction Document Basic Documents to which it the Servicer is a party as Servicer that continues party, which such failure remains unremedied for a period of fifteen thirty (1530) days after the first to occur earlier of (A) knowledge thereof by the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofServicer; (ive) any representation, warranty warranty, or certification made by the Servicer in this Agreement any Basic Document to which it is a party or in any certificate delivered pursuant to this Agreement any Basic Document to which it is a party shall prove to have been false or otherwise incorrect in any material respect when made made, deemed made, or delivered, which such incorrect representation, warranty or certification materially and such failureadversely affects the rights or interests of the Secured Parties and, if susceptible able to a curebe cured, shall continue unremedied not have been cured for a period of fifteen thirty (1530) days after the earlier of the date on which the Servicer first to occur of (i) has knowledge thereof or the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer; (f) with respect to the initial Servicer by only, either Lendbuzz Floorplan or a Subsidiary of Lendbuzz Floorplan shall default under any Indebtedness having a principal amount of $5,000,000 or greater, and (i) such default continues after the Administrative Agentapplicable grace period, any Managing Agent if any, specified in the agreements or the Borrower and instruments relating to such Indebtedness, (ii) such default has not been waived by the date required lenders, creditors, or similarly denominated parties under the agreements or instruments relating to such Indebtedness and in the manner specified in such agreements or instruments, and (iii) as a consequence of such default, either the required lenders, creditors, or similarly denominated parties have accelerated the maturity of such Indebtedness, or the acceleration of the maturity of such Indebtedness has occurred automatically, in all cases as specified in the agreements or instruments relating to such Indebtedness and in all cases the result of which acceleration (regardless of how it is denominated in such agreements or instruments) is to require the immediate repayment of principal on such Indebtedness; (g) any material provision of any Basic Document to which the Servicer becomes is a party shall in whole or reasonably should have become aware thereofin part, cease to be in full force and effect or cease to be the legally valid, binding and enforceable obligation of the Servicer; (vh) (i) one or more final nonappealable judgments shall be entered against the Servicer by one or more courts of competent jurisdiction which would reasonably be expected to have a Material Adverse Effect on the Servicer; (ii) one or more monetary settlements shall be entered into by the Servicer with any Person which would reasonably be expected to have a Material Adverse Effect on the Servicer; (iii) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Servicer and such Lien shall fail not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to service Section 4068 of ERISA with regard to any of the Transferred Loans in accordance with assets of the Credit Servicer and Collection Policysuch Lien shall not have been released within 30 days; (vii) an Insolvency Event any Change in Control shall occur with respect to Lendbuzz Floorplan without the Servicerprior Consent of the Administrative Agent; (viij) the Servicer agrees to materially alter the Credit an Event of Default shall have occurred and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is continuing and shall not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not have been waived; (xik) any Guarantor Event Regulatory Authority shall have condemned, seized or appropriated, or shall have assumed custody or control of Default all or any substantial part of the property of the Servicer, or shall occur; (xii) have taken any Material Adverse Change occurs in action to displace the financial condition management of the Servicer or a material adverse change occurs with regard to curtail its authority in the collectibility conduct of its business as the Servicer, or shall have taken any action in the nature of enforcement to remove, limit or restrict the licensing or approval of the Transferred Loans, taken Servicer as a wholeservicer of the Contracts; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Actl) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Actinitial Servicer, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline a Material Adverse Change with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer Lendbuzz Floorplan shall have caused the Performance Guarantor to occurred and is continuing and shall not have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”)waived; and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (im) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor Limited Guaranty shall cease to be considered as having been paid during the prior year in full force and effect (other than in accordance with Section 855(aits terms) or the Limited Guarantor shall assert that it is not bound by, or otherwise seek to terminate or disaffirm its obligations under, the Limited Guaranty, or shall otherwise claim that the Limited Guaranty is in any way invalid or unenforceable. Upon the occurrence of any of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; thenforegoing, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events Event shall not have been remedied at the expiration of within any applicable cure periodperiod or waived in writing by the Required Lenders, the following shall immediately occur without further action: (i) the Revolving Period or Amortization Period, as applicable, shall terminate and no further Loans will be made; (ii) the Administrative Agent may, or (acting at the direction of or with the consent of the Required Lenders shall, Lenders) by written notice to the Servicer (with a copy to each Lender, the Backup Servicer, and the Backup Servicer Collateral Custodian) (a “Servicer Termination Notice”), subject to the provisions of Section 7.19, either (i) may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or Agreement; (iiiii) terminate all of the rights and obligations of Administrative Agent may direct the Servicer to direct Collections to an account other than the Remittance Account or the Collection Account; (iv) a Backup Custodian Trigger Event shall occur and the Administrative Agent may terminate the Collateral Custodian (if the Collateral Custodian is Lendbuzz Floorplan or an Affiliate of Lendbuzz Floorplan) and cause the Collateral Custodian to deliver, or cause to be delivered, the Receivable Files and the related accounts and records maintained by the Collateral Custodian to Vervent Inc., as Servicer under this successor Collateral Custodian, in accordance with the Backup Servicing Agreement and simultaneously reappoint Section 7.17(f) hereof and (v) the Servicer for a period not Advance Rate shall be reduced to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer0.0%.

Servicer Termination Events. If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any daydate: (ia) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any failure by the Servicer or to give instructions or notice to the Borrower, the Agent or any Managing Agent and/or the Administrative Agent Lender as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructionspayment, transfer, deposit, instruction or notice or report is required to be made or given, as the case may be, under the terms of this AgreementAgreement and such failure is not cured or waived within three Business Days following the occurrence thereof; (iiib) 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 other Transaction Document to which it is a party as Servicer that continues unremedied (if susceptible to remedy) for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) 30 days after the 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, any Managing Agent Lender or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (vc) an Insolvency Event shall occur with respect to the Servicer; (d) the Servicer shall fail in any material respect to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (viie) the Servicer agrees to materially alter or otherwise permits any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy Policy, in whole or in part, that could reasonably be expected to have a material adverse effect upon the Loans or to be materially adverse to the interests of the Lender without the prior written consent of the Required LendersAgent and each Lender; (viiif) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money Change in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xivg) as of any date after the Performance Guarantor shall fail date of the Initial Funding, the Servicer fails to maintain a minimum Net Worth equal of at least $200,000,000 plus seventy-five (75%) percent of any new equity issued after December 11, 2006; (h) the Servicer shall fail to maintain its status as a business development company or as a registered investment company under the sum 1940 Act; (i) the Servicer’s Leverage Ratio shall exceed 1.0:1.0; (j) any failure by the Servicer to deliver any Required Reports hereunder on or before the date occurring five 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; (k) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been incorrect when made, and such incorrect representation, warranty or certification can reasonably be expected to have a material adverse effect on the interests of any party hereto, and such incorrect representation, warranty or certification, if capable of being remedied, shall continue for 30 days without being remedied or cured after the earlier of (i) $210,000,000 plus receipt by the Servicer of written notice with respect thereto from the Agent or the Trustee and (ii) 50% notice thereof to the Servicer by an officer of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% Servicer with actual knowledge of any equity and Subordinated Debt retired such incorrect representation, warranty or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000certification; (xvl) the Performance Guarantor shall fail to satisfy rendering against the RIC/BDC RequirementsServicer of one or more final judgments, decrees or orders for the payment of money in excess of 10% of the Tangible Net Worth of the Servicer (individually or in the aggregate); (xvim) any default by the Performance Guarantor shall fail Servicer in the making of any payment required to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) be made with respect to its “senior securities representing indebtedness” (as defined in Section 18 of any material recourse debt or other obligation to which it is a party and such default is not cured within the 1940 Act) of at least 150% (relevant cure period or any such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 recourse debt or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis other obligation shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor declared to be valued at par value rather due and payable or required to be prepaid (other than fair value))by scheduled payment) prior to its maturity; or (xviin) any two of ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ and R. ▇▇▇ ▇▇▇▇▇▇▇ shall cease to be employed by Kohlberg Capital in the Performance Guarantor shall pay any cash dividends; provided that capacity of executive officers thereof unless within 120 days of the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate cessation of such employment, Kohlberg Capital hires reputable experienced replacements for such officers, reasonably satisfactory to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shallAgent, by written notice to the Servicer Servicer, the Trustee and the Backup Servicer (a “Servicer Termination Notice”), may, subject to the provisions of Section 7.197.26, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party heretoAgreement. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any dayoccur: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement or any other Transaction Document and such failure shall continue for two more than three (23) Business Days;; or (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms occurrence of this Agreement;an Event of Default; or (iii) except as otherwise provided in this Section 7.18, 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen thirty (1530) days (to the extent such failure is capable of being remedied) after the first to occur of (A) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (B) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof;; provided, however, that breaches of Sections 7.9(b) through (d), (g) through (i), (l), (n) through (w), 7.11 and 7.21 shall not have any cure period and shall constitute Servicer Termination Events upon the breach of any such covenant or agreement; or (iv) the occurrence of an Insolvency Event with respect to the Servicer or any Affiliate of the Servicer; or (v) the Servicer or any Affiliate thereof (i) defaults in making any payment required to be made under any agreement for borrowed money in excess of $2,500,000 or any other material agreement to which it is a party and such default is not cured within the relevant cure period or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or any other material agreement, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be accelerated and become immediately due and payable (without regard to any subordination terms with respect thereto); or (vi) [reserved]; or (vii) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or in any certificate delivered report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, shall prove to have been false or incorrect in any material respect as of the time when the same shall have been made or deemed to have been made and the circumstances or conditions causing such failurerepresentation, if susceptible warranty or certification to a curebe incorrect shall not have been remedied, shall continue unremedied eliminated or otherwise cured (to the extent capable of being remedied, eliminated or otherwise cured) for a period of fifteen thirty (1530) days after the first to occur of (iA) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (iiB) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders;; or (viii) any financial director, general partner, managing member, manager or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) senior officer of the receipt by Servicer is indicted for any felonious criminal offense related to the Servicer performance of such request;its obligations under this Agreement or the other Transaction Documents or related to the Servicer’s business; or (ix) one or more acts (including any failure(s) to act) by the Servicer or any Affiliate thereof occurs that constitutes fraud, willful misconduct or a material violation of Applicable Laws (including securities laws) (as determined in a final, non-appealable adjudication by a court of competent jurisdiction); or (x) the Servicer’s business activities are suspended or terminated by a Governmental Authority; or (xi) the rendering against the Servicer of one or more final judgments, decrees or orders by a final judgment, decree court or order arbitrator of competent jurisdiction for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) aggregate of $2,500,000 against the Servicer or any Affiliate of the Servicer (exclusive of judgment amounts fully covered by insurance), and the continuance aforementioned parties shall not have either (x) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (y) perfected a timely appeal of such judgment, decree or order unsatisfied and in effect for any period caused the execution of 30 consecutive days without a stay of execution; (x) same to be stayed during the failure pendency of the Performance Guarantor to make any payment due with respect to aggregate recourse debt appeal, in each case, within thirty (30) days from the date of entry thereof or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 enforcement proceedings are commenced upon such judgment, decree or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur;order; or (xii) any Material Adverse Change occurs in the financial condition two of the Servicer ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor ▇▇▇▇▇ ▇▇▇▇▇▇ shall fail to maintain a minimum Net Worth equal to provide active and material participation in the sum of (i) $210,000,000 plus (ii) 50% of any equity Servicer’s daily activities, including, but not limited to, general management, underwriting and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity credit approval process, and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in credit monitoring activities and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) such Persons are not replaced with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate other individuals satisfactory to the Administrative Agent, substantially Agent in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amountits sole discretion within 90 days; then, notwithstanding anything herein to the contrary, so long as and in any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure periodevent, the Administrative Agent mayshall, at the request, or at may with the direction consent, of the Required Lenders shallLenders, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. In addition to the foregoing, the Administrative Agent may request the assignment of any agreement for services utilized by the Servicer in servicing the Transferred Loans, and the Servicer shall use commercially reasonable efforts to promptly comply or cause the compliance with such request. The Borrower Servicer shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. If any one For purposes of this Agreement, each of the following events (shall constitute a “"Servicer Termination Event”) shall occur and be continuing on any day": (ia) any failure by the Servicer to make deposit into any payment, transfer Local Collection Account or deposit as the Collection Account any proceeds or payment required by to be so delivered under the terms of this Agreement and that continues unremedied for a period of two Business Days (one Business Day with respect to payments of Purchase Amounts) after written notice is received by the Servicer or after discovery of such failure shall continue for two (2) Business Daysby a Responsible Officer of the Servicer; (iib) any failure by the Servicer to give instructions or notice deliver to the BorrowerOwner Trustee, any Managing Agent and/or the Administrative Agent Indenture Trustee, the Seller and (so long as required the Security Insurer is the Controlling Party) the Security Insurer the Servicer's Certificate by this Agreement the applicable Determination Date, or to deliver observe any Required Reports hereunder on covenant or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreementagreement set forth in Section 4.06; (iiic) 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 Agreement, which failure (i) materially and adversely affects the rights of the Securityholders (determined without regard to the availability of funds under the Policies) or any other Transaction Document to which it of the Security Insurer (unless the Security Insurer is a party as Servicer that no longer the Controlling Party) and (ii) continues unremedied for a period of fifteen (15) 30 days after knowledge thereof by the first to occur of (A) Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by any of the Administrative AgentOwner Trustee, any Managing Agent the Indenture Trustee or the Borrower Security Insurer (or, if a Security Insurer Default shall have occurred and (B) be continuing, Noteholders evidencing not less than 25% of the date on which Outstanding Amounts of the Servicer becomes or reasonably should have become aware thereofNotes); (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the first to occur of (id) the date on which written notice occurrence of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer or, so long as First Merchants is the Servicer, the Seller; (viie) so long as the Security Insurer is the Controlling Party, any failure by the Security Insurer to have delivered a Servicer agrees Extension Notice pursuant to materially alter the Credit and Collection Policy without the prior written consent of the Required LendersSection 4.14; (viiif) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period so long as the Administrative Agent or such Managing Agent may consent to) of Security Insurer is the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgmentControlling Party, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Insurance Agreement Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower have occurred and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value))continuing; or (xviig) the Performance Guarantor shall pay Servicer is terminated as servicer with respect to any cash dividends; provided other trust that has issued one or more classes of asset backed securities with respect to which the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered Security Insurer has issued a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicerinsurance guaranty policy.

Servicer Termination Events. If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any daycontinuing: (ia) any failure by the Servicer: (x) to deposit to the Collection Account (A) any amount required to be deposited therein by the Servicer to make (other than any payment, transfer or deposit as required by this Agreement and such failure shall continue for two resulting from an administrative or technical error of the Servicer in the amount so deposited); or (2B) within one (1) Business Days; (ii) Day after the Servicer becomes aware that, as a result of an administrative or technical error of the Servicer, any failure amount previously deposited by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or Collection Account was less than the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is amount required to be made deposited therein by the Servicer, the amount of such shortfall; or given, as (y) to deliver to the case may be, under Collateral Agent the terms of this AgreementMonthly Report on the related Determination Date; (iiib) any failure on the part of the Servicer duly to observe or to perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement the Transaction Documents that results in a Material Adverse Effect or any other representation or warranty of the Servicer made in any Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate or other writing delivered pursuant to this Agreement shall prove any Transaction Document proving to have been false or incorrect in any material respect as of the time when made and the same shall have been made, which such failurefailure or default, if susceptible to a capable of cure, shall continue unremedied for a period of fifteen forty-five (1545) days (or a longer period, not in excess of ninety (90) days as may be reasonably necessary to remedy such default, if the default is capable of remedy within ninety (90) days or less, and the Servicer delivers an Officer's Certificate to the Deal Agent, the Backup Servicer and the Collateral Agent to the effect that it has commenced, or will promptly commence and diligently pursue, all reasonable efforts to remedy the default) after the first to occur of (ix) the date on which there shall have been given written notice of such failure or default, requiring the same to be remedied shall have been given remedied, (1) to the Servicer, by the Collateral Agent or the Deal Agent, or (2) to the Servicer by the Administrative Agent, any Managing Collateral Agent at the direction of the Deal Agent or the Borrower and (iiy) the date on which the Servicer becomes discovery of such failure or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) default by an Insolvency Event shall occur with respect to officer of the Servicer; (viic) the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, or liquidator for the Servicer agrees to materially alter or any of its subsidiaries in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings, or for the Credit winding up or liquidation of its respective affairs, and Collection Policy without the prior written consent continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days or the entry of any decree or order for relief in respect of the Required LendersServicer or any of its subsidiaries under any bankruptcy, reorganization, compromise, arrangement, insolvency, readjustment of debt, or similar law, whether now or hereafter in effect, which decree or order for relief continues unstayed and in effect for a period of 60 consecutive days; (viiid) the consent by the Servicer or any of its subsidiaries to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings of or relating to the Servicer or any of its subsidiaries or relating to substantially all of its property; or the admission by the Servicer or any of its subsidiaries in writing of its inability to pay its debts generally as they become due, the filing by the Servicer or any of its subsidiaries of a petition to take advantage of any applicable insolvency or reorganization statute, the making by the Servicer or any of its subsidiaries of an assignment for the benefit of its creditors, or the voluntary suspension by the Servicer or any of its subsidiaries of payment of its obligations; (e) any delegation of the Servicer's duties that is not permitted by Section 7.1; (f) any financial or asset information related to the Collateral reasonably requested by the Administrative Deal Agent, the Collateral Agent or any Managing Agent Lender as provided herein is not reasonably provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such requestrequested; (ixg) the rendering against the Servicer of a one or more final judgmentjudgments, decree decrees or order orders for the payment of money in excess of U.S. United States $5,000,000 (individually or 50,000,000 in the aggregate) , and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 more than 60 consecutive days without a stay of execution; (xh) the failure Servicer shall fail to pay any principal of the Performance Guarantor to make or premium or interest on any payment due with respect to aggregate recourse debt or other obligations with indebtedness in an aggregate outstanding principal amount exceeding U.S. of $1,000,000 50,000,000 or more (“Material Debt”), when the occurrence of same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt; or any event other default under any agreement or condition that would permit acceleration instrument relating to any Material Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such recourse debt default or event is to accelerate, or to permit the acceleration of, the maturity of such Material Debt; or any such Material Debt shall be declared to be due and payable or required to be prepaid (other obligations if than by a regularly scheduled required prepayment) prior to the stated maturity thereof; (i) a Termination Event shall have occurred and such event or condition Termination Event has not been waivedwaived by the Deal Agent; (xij) any Guarantor Event the Originator or Servicer, if Credit Acceptance is the Servicer, fails to pay when due (or no later than the next Payment Date after the Servicer becomes aware that such payment was not made) the Release Price in excess of Default shall occur;$100,000; or (xiik) any Material Adverse Change occurs in the financial condition of the Servicer or either (1) on a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” Consolidated (as defined in and determined the Credit Agreement) basis, the Servicer fails to maintain, as of the end of each fiscal period as shown in the most recent financial statement delivered by the Servicer pursuant to Section 18 of the 1940 Act5.1(k)(ii) and Section 5.1(k)(iii), as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” applicable, a Fixed Charge Coverage Ratio (as defined in Section 18 of the 1940 ActCredit Agreement) of at least 150% not less than 2.0 to 1.0, or (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi2) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period Consolidated (as defined in Exhibit G hereof); (Bthe Credit Agreement) basis, the amount Servicer fails to maintain, as of the declared dividend does not exceed end of each fiscal period as shown in the sum of (i) the net investment income and the net capital gain projected to be realized most recent financial statement delivered by the Performance Guarantor for the Related Period based on the financial projections referred Servicer pursuant to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i5.1(k)(ii) and Section 5.1(k)(iii), as applicable, a ratio of Consolidated Funded Debt (iias defined in the Credit Agreement) comprising as of such date minus Unrestricted Cash (as defined in the “Projected Available Amount”Credit Agreement) as of such date (including in the calculation thereof, for purposes hereof, all Funded Debt (as defined in the Credit Agreement) incurred by a Special Purpose Subsidiary (as defined in the Credit Agreement); and (C, whether or not included therein under GAAP) to the extent Servicer’s Consolidated Tangible Net Worth (as defined in the declared dividend referred Credit Agreement) as of such date equal to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor or less than 5.60 to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”)1.0; then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events Event shall not have been remedied at the expiration of remedied, within any applicable cure periodperiod prior to the date of the Servicer Termination Notice (defined below), the Administrative Deal Agent may, or at the direction of the Required Lenders shallLenders, by written notice to the Servicer and (with a copy to the Backup Servicer and the Collateral Agent) (a “Servicer Termination Notice”)) shall, subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerAgreement.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any day: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two three (23) Business Days; (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two three (3) Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen thirty (1530) days after the first to occur of (Ai) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (Bii) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen thirty (1530) days after the 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, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans Collateral Debt Obligations in accordance with the Credit and Collection PolicyServicing Standards; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final non-appealable judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 thirty (30) consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xiiviii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a wholeServicer; (xiiiix) if the Servicer is an Affiliate of the Borrower or Originator, any Change-in-Control of the Servicer (other than pursuant to an initial public offering of its equity securities) is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control ; or (x) if the Servicer is an Affiliate of the Borrower or Originator, the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain its status as a minimum Net Worth equal to registered investment advisor under the sum Investment Advisers Act of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act1940, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; amended. then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Committed Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.197.13, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party heretoAgreement. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. If The occurrence and continuance of any one of the following events (shall constitute a “Servicer Termination Event”) shall occur and be continuing on any day” hereunder: (ia) any failure by the Servicer to make any payment, transfer transfer, or deposit as required by this Agreement and such it as required by any Basic Document, to which it is a party, which failure shall continue for is not remedied within two (2) Business Days; (iib) any failure by the Servicer to give instructions or notice to deliver the BorrowerMonthly Report by the Reporting Date, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring which failure is not remedied within two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this AgreementDays; (iiic) an Insolvency Event shall occur with respect to the Servicer or any Subsidiary of the Servicer; (d) 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 this Agreement or any the other Transaction Document Basic Documents to which it the Servicer is a party as Servicer that continues party, which such failure remains unremedied for a period of fifteen (15) 30 days after the first to occur earlier of (A) knowledge thereof by the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofServicer; (ive) any representation, warranty warranty, or certification made by the Servicer in this Agreement any Basic Document to which it is a party or in any certificate delivered pursuant to this Agreement any Basic Document to which it is a party shall prove to have been false or otherwise incorrect in any material respect when made made, deemed made, or delivered, which such incorrect representation, warranty, or certification materially and such failureadversely affects the rights or interests of the Secured Parties and, if susceptible able to a curebe cured, shall continue unremedied not have been cured for a period of fifteen (15) 30 days after the earlier of the date on which the Servicer first to occur of (i) has knowledge thereof or the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer; (f) with respect to the initial Servicer by only, either Lendbuzz Funding or a Subsidiary of Lendbuzz Funding shall default under any Indebtedness having a principal amount of $5,000,000 or greater, and (i) such default continues after the Administrative Agentapplicable grace period, any Managing Agent if any, specified in the agreements or the Borrower and instruments relating to such Indebtedness, (ii) such default has not been waived by the date required lenders, creditors, or similarly denominated parties under the agreements or instruments relating to such Indebtedness and in the manner specified in such agreements or instruments, and (iii) as a consequence of such default, either the required lenders, creditors, or similarly denominated parties have accelerated the maturity of such Indebtedness, or the acceleration of the maturity of such Indebtedness has occurred automatically, in all cases as specified in the agreements or instruments relating to such Indebtedness and in all cases the result of which acceleration (regardless of how it is denominated in such agreements or instruments) is to require the immediate repayment of principal on such Indebtedness; (g) any material provision of any Basic Document to which the Servicer becomes is a party shall in whole or reasonably should have become aware thereofin part, cease to be in full force and effect or cease to be the legally valid, binding and enforceable obligation of the Servicer; (vh) (i) one or more final nonappealable judgments shall be entered against the Servicer by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $5,000,000; (ii) one or more monetary settlements shall be entered into by the Servicer with any Person, individually or in the aggregate over any calendar year, in excess of $5,000,000; (iii) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Servicer and such Lien shall fail not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to service Section 4068 of ERISA with regard to any of the Transferred Loans in accordance with assets of the Credit Servicer and Collection Policysuch Lien shall not have been released within 30 days; (vii) an Insolvency Event any Change in Control shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy Lendbuzz Funding without the prior written consent Consent of the Administrative Agent (acting at the direction of the Required Lenders); (viiij) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein an Event of Default shall have occurred and is continuing and shall not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not have been waived; (xik) any Guarantor Event of Default shall occur; (xii) any with respect to the initial Servicer, a Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard respect to the collectibility of the Transferred Loans, taken as a whole;Lendbuzz Funding shall have occurred and is continuing and shall not have been waived; and (xiiil) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower Performance Guaranty shall cease to be in full force and the Administrative Agent, effect (other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xivin accordance with its terms) or the Performance Guarantor shall fail assert that it is not bound by, or otherwise seek to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by terminate or disaffirm its obligations under, the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired Guaranty, or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided otherwise claim that the Performance Guarantor shall be permitted to pay cash dividends if Guaranty is in any way invalid or unenforceable. Upon the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making occurrence of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; thenforegoing, notwithstanding anything herein to the contrary, the Termination Date shall occur and, so long as any such Servicer Termination Events Event shall not have been remedied at the expiration of within any applicable cure periodperiod or waived in writing by the Required Lenders, the following shall immediately occur without further action: (i) the Revolving Period shall terminate and no further Loans will be made; (ii) the Administrative Agent may, or (acting at the direction of or with the consent of the Required Lenders shall, Lenders) by written notice to the Servicer (with a copy to each Agent, Lender, Hedge Counterparty, the Backup Servicer, and the Backup Servicer Collateral Custodian) (a “Servicer Termination Notice”), subject to the provisions of Section 7.19, either (i) may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or Agreement; (iiiii) terminate all of the rights and obligations of Administrative Agent may direct the Servicer as Servicer under this Agreement to direct Collections to an account other than the Remittance Account or the Collection Account; and simultaneously reappoint (iv) the Servicer for a period not Administrative Agent may terminate the Collateral Custodian (if the Collateral Custodian is Lendbuzz Funding or an Affiliate of Lendbuzz Funding) and cause the Collateral Custodian to exceed one month (subject deliver, or cause to renewal at be delivered, the sole discretion of Receivable Files and the related accounts and records maintained by the Collateral Custodian to the Administrative Agent, acting at the direction of the Required Lenders)or its agent or designee, at such place as the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerAdministrative Agent may reasonably designate.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any day: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (Ai) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (Bii) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the 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, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) of $210,000,000 205,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000205,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act▇▇▇▇ ▇▇▇) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇); provided, that for purposes of testing compliance with this Section 7.18(xvi7.18(a)(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; . then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. If (a) Servicer’s right to service pursuant to each Servicing Agreement shall terminate upon the occurrence of any one of the following events (each a “Servicer Termination Event”) shall occur and be continuing on any day:): (i) any failure by An Event of Default; (ii) This Servicer Notice is deemed unenforceable; (iii) Servicer materially breaches or fails to comply with (A) the Servicer to make any payment, transfer or deposit as required by this Servicing Agreement and such breach or failure shall continue continues uncured or unremedied for a period of thirty (30) calendar days or Servicer fails to diligently pursue a cure or remedy (without regard to any other cure periods) or (B) this Servicer Notice (relating to the deposit or transfer of funds) and such breach or failure continues uncured or unremedied for a period of two (2) Business Days; Days (ii) any failure by the Servicer without regard to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants cure periods), in each case, after a Responsible Officer of a Seller Party or agreements Servicer first learns of the Servicer set forth in this Agreement or any other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofit; (iv) any representationServicer is unable to comply with the eligibility requirements, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same ceases to be remedied shall have been given to the Servicer by the Administrative Agentan approved servicer, any Managing Agent of, in each case, GNMA, HUD or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereofVA; (v) Servicer fails to make any required servicing advance, to the Servicer shall fail extent that such failure would be reasonably likely to service impair FHA Mortgage Insurance coverage or VA Loan Guaranty Agreement coverage, with respect to the Transferred Loans principal portion of any Mortgage Loan or would be reasonably likely to give rise to a liability to HUD, FHA or VA, as determined by Administrative Agent in accordance with the Credit and Collection Policyits good faith discretion; (vi) an Insolvency Event shall occur with respect Servicer fails to make a required deposit to the ServicerInbound Account (i) which is not cured within one (1) Business Day of Seller Party’s knowledge of such failure, or (ii) to the extent such failure or failures occur on multiple occasions (regardless of any subsequent cure); (vii) the Servicer agrees provides a notice of its intent to materially alter the Credit and Collection Policy without the prior written consent resign as Servicer of the Required LendersMortgage Loans and REO Property and a new Servicer reasonably acceptable to Administrative Agent is not promptly appointed; (viii) Servicer is subject to FHA, HUD or VA fees or penalties which have not been paid or is subject to a set-off by any financial of FHA, HUD or asset information VA which (A) is reasonably requested by the Administrative Agent likely to result in a Servicer Material Adverse Effect or any Managing Agent as provided herein is not provided as requested within five (5B) Business Days failure or failures occur on a persistent and material basis after notice or knowledge thereof (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence regardless of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)subsequent cure); or (xviiix) There shall occur a Servicer Material Adverse Effect, in the Performance Guarantor shall pay any cash dividends; provided that determination of Administrative Agent. (b) Upon the Performance Guarantor shall be permitted to pay cash dividends if occurrence of a Servicer Termination Event at the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Request of Administrative Agent, substantially in Servicer shall transfer the form of Exhibit G hereto, at least 10 Business Days prior servicing to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year a successor servicer in accordance with Section 855(a) the terms of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerServicing Agreement.

Servicer Termination Events. If The occurrence and continuance of any one of the following events (shall constitute a “Servicer Termination Event”) shall occur and be continuing on any day” hereunder: (ia) any failure by the Servicer to make any payment, transfer transfer, or deposit as required by this Agreement and such it as required by any Basic Document, to which it is a party, which failure shall continue for is not remedied within two (2) Business Days; (iib) any failure by the Servicer to give instructions or notice to deliver the BorrowerMonthly Report by the Reporting Date, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring which failure is not remedied within two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this AgreementDays; (iiic) an Insolvency Event shall occur with respect to the Servicer or any Subsidiary of the Servicer; (d) 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 this Agreement or any the other Transaction Document Basic Documents to which it the Servicer is a party as Servicer that continues party, which such failure remains unremedied for a period of fifteen (15) 30 days after the first to occur earlier of (A) knowledge thereof by the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofServicer; (ive) any representation, warranty warranty, or certification made by the Servicer in this Agreement any Basic Document to which it is a party or in any certificate delivered pursuant to this Agreement any Basic Document to which it is a party shall prove to have been false or otherwise incorrect in any material respect when made made, deemed made, or delivered, which such incorrect representation, warranty, or certification materially and such failureadversely affects the rights or interests of the Secured Parties and, if susceptible able to a curebe cured, shall continue unremedied not have been cured for a period of fifteen (15) 30 days after the earlier of the date on which the Servicer first to occur of (i) has knowledge thereof or the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer; (f) with respect to the initial Servicer by only, either Lendbuzz Funding or a Subsidiary of Lendbuzz Funding shall default under any Indebtedness having a principal amount of $5,000,000 or greater, and (i) such default continues after the Administrative Agentapplicable grace period, any Managing Agent if any, specified in the agreements or the Borrower and instruments relating to such Indebtedness, (ii) such default has not been waived by the date required lenders, creditors, or similarly denominated parties under the agreements or instruments relating to such Indebtedness and in the manner specified in such agreements or instruments, and (iii) as a consequence of such default, either the required lenders, creditors, or similarly denominated parties have accelerated the maturity of such Indebtedness, or the acceleration of the maturity of such Indebtedness has occurred automatically, in all cases as specified in the agreements or instruments relating to such Indebtedness and in all cases the result of which acceleration (regardless of how it is denominated in such agreements or instruments) is to require the immediate repayment of principal on such Indebtedness; (g) any material provision of any Basic Document to which the Servicer becomes is a party shall in whole or reasonably should have become aware thereofin part, cease to be in full force and effect or cease to be the legally valid, binding and enforceable obligation of the Servicer; (vh) (i) one or more final nonappealable judgments shall be entered against the Servicer by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $5,000,000; (ii) one or more monetary settlements shall be entered into by the Servicer with any Person, individually or in the aggregate over any calendar year, in excess of $5,000,000; (iii) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Servicer and such Lien shall fail not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to service Section 4068 of ERISA with regard to any of the Transferred Loans in accordance with assets of the Credit Servicer and Collection Policysuch Lien shall not have been released within 30 days; (vii) an Insolvency Event any Change in Control shall occur with respect to Lendbuzz Funding without the Servicerprior Consent of the Administrative Agent; (viij) the Servicer agrees to materially alter the Credit an Event of Default shall have occurred and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is continuing and shall not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not have been waived; (xik) any Guarantor Event of Default shall occur; (xii) any with respect to the initial Servicer, a Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard respect to the collectibility of the Transferred Loans, taken as a whole;Lendbuzz Funding shall have occurred and is continuing and shall not have been waived; and (xiiil) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower Performance Guaranty shall cease to be in full force and the Administrative Agent, effect (other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xivin accordance with its terms) or the Performance Guarantor shall fail assert that it is not bound by, or otherwise seek to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by terminate or disaffirm its obligations under, the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired Guaranty, or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided otherwise claim that the Performance Guarantor shall be permitted to pay cash dividends if Guaranty is in any way invalid or unenforceable. Upon the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making occurrence of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; thenforegoing, notwithstanding anything herein to the contrary, the Termination Date with respect to each Related Loan shall occur and, so long as any such Servicer Termination Events Event shall not have been remedied at the expiration of within any applicable cure periodperiod or waived in writing by the Required Lenders, the following shall immediately occur without further action: (i) [Reserved]; (ii) the Administrative Agent may, or (acting at the direction of or with the consent of the Required Lenders shall, Lenders) by written notice to the Servicer (with a copy to each Agent, Lender, Hedge Counterparty, the Backup Servicer, and the Backup Servicer Collateral Custodian) (a “Servicer Termination Notice”), subject to the provisions of Section 7.19, either (i) may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or Agreement; (iiiii) terminate all of the rights and obligations of Administrative Agent may direct the Servicer as Servicer under this Agreement to direct Collections to an account other than the Remittance Account or the Collection Account; and simultaneously reappoint (iv) the Servicer for a period not Administrative Agent may terminate the Collateral Custodian (if the Collateral Custodian is Lendbuzz Funding or an Affiliate of Lendbuzz Funding) and cause the Collateral Custodian to exceed one month (subject deliver, or cause to renewal at be delivered, the sole discretion of Receivable Files and the related accounts and records maintained by the Collateral Custodian to the Administrative Agent, acting at the direction of the Required Lenders)or its agent or designee, at such place as the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerAdministrative Agent may reasonably designate.

Servicer Termination Events. If any one For purposes of this Agreement, each of the following events (shall constitute a “"Servicer Termination Event”) shall occur and be continuing on any day": (ia) any failure by the Servicer to make deposit into any paymentof the Local Collection Account, transfer any lock-box account specifically used (with the consent of the Purchaser) for receipt of payments in respect of the Receivables, or deposit as the Collection Account any proceeds, or payment required by to be so delivered under the terms of this Agreement and that continues unremedied for a period of two Business Days (one Business Day with respect to payments of Purchase Amounts) after such failure shall continue for two (2) Business Dayspayment is required to be deposited; (iib) any failure by the Servicer to give instructions or notice deliver to the BorrowerPurchaser and the Paying Agent the Servicer's Certificate by the applicable Determination Date, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver observe any Required Reports hereunder on covenant or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreementagreement set forth in Section 3.06; (iiic) 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 other Transaction Document to Agreement, which it is a party as Servicer that failure (i) materially and adversely affects the rights of the Purchaser and (ii) continues unremedied for a period of fifteen (15) 30 days after knowledge thereof by the first to occur of (A) Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofPurchaser; (ivd) any representation, warranty or certification made by statement of the Servicer made in this Agreement or in any certificate certificate, report or other writing delivered pursuant to this Agreement hereto shall prove to have been false or be incorrect in any material respect as of the time when made the same shall have been made, and the incorrectness of such failurerepresentation, if susceptible to warranty or statement has a curematerial adverse effect on the Purchaser and, shall continue unremedied for a period of fifteen (15) within 30 days after the first to occur of (i) the date on which written notice of such failure requiring the same to be remedied thereof shall have been given to the Servicer by the Administrative AgentPurchaser, any Managing Agent the circumstances or the Borrower and (ii) the date on condition in respect of which the Servicer becomes such representation, warranty or reasonably should statement was incorrect shall not have become aware thereofbeen eliminated or otherwise cured; (ve) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) occurrence of an Insolvency Event shall occur with respect to the Servicer or, so long as First Merchants is the Servicer, the Seller; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; (viiif) any financial or asset information reasonably requested failure by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor Purchaser to have delivered a certificate Servicer Extension Notice pursuant to the Administrative Agent, substantially in the form of Exhibit G hereto, Section 3.14 at least 10 5 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to servicing term; or (g) the Servicer and the Backup Servicer (a “Termination Notice”), subject is terminated as servicer with respect to the provisions any trust that has issued one or more classes of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicerasset backed securities.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any dayoccur: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement or any other Transaction Document and such failure shall continue for two more than three (23) Business Days;; or (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms occurrence of this Agreement;an Event of Default; or (iii) except as otherwise provided in this Section 7.18, 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen thirty (1530) days (to the extent such failure is capable of being remedied) after the first to occur of (A) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (B) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof;; provided, however, that breaches of Sections 7.9(b) through (d), (g) through (i), (l), (n) through (w), 7.11 and 7.21 shall not have any cure period and shall constitute Servicer Termination Events upon the breach of any such covenant or agreement; or (iv) the occurrence of an Insolvency Event with respect to the Servicer or any Affiliate of the Servicer; or (v) the Servicer or any Affiliate thereof (i) defaults in making any payment required to be made under any agreement for borrowed money in excess of $2,500,000 or any other material agreement to which it is a party and such default is not cured within the relevant cure period or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or any other material agreement, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be accelerated and become immediately due and payable (without regard to any subordination terms with respect thereto); or (vi) [reserved]; or (vii) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or in any certificate delivered report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, shall prove to have been false or incorrect in any material respect as of the time when the same shall have been made or deemed to have been made and the circumstances or conditions causing such failurerepresentation, if susceptible warranty or certification to a curebe incorrect shall not have been remedied, shall continue unremedied eliminated or otherwise cured (to the extent capable of being remedied, eliminated or otherwise cured) for a period of fifteen thirty (1530) days after the first to occur of (iA) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (iiB) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders;; or (viii) any financial director, general partner, managing member, manager or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) senior officer of the receipt by Servicer is indicted for any felonious criminal offense related to the Servicer performance of such request;its obligations under this Agreement or the other Transaction Documents or related to the Servicer’s business; or (ix) one or more acts (including any failure(s) to act) by the Servicer or any Affiliate thereof occurs that constitutes fraud, willful misconduct or a material violation of Applicable Laws (including securities laws) (as determined in a final, non-appealable adjudication by a court of competent jurisdiction); or (x) the Servicer’s business activities are suspended or terminated by a Governmental Authority; or (xi) the rendering against the Servicer of one or more final judgments, decrees or orders by a final judgment, decree court or order arbitrator of competent jurisdiction for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) aggregate of $2,500,000 against the Servicer or any Affiliate of the Servicer (exclusive of judgment amounts fully covered by insurance), and the continuance aforementioned parties shall not have either (x) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (y) perfected a timely appeal of such judgment, decree or order unsatisfied and in effect for any period caused the execution of 30 consecutive days without a stay of execution; (x) same to be stayed during the failure pendency of the Performance Guarantor to make any payment due with respect to aggregate recourse debt appeal, in each case, within thirty (30) days from the date of entry thereof or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 enforcement proceedings are commenced upon such judgment, decree or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur;order; or (xii) any Material Adverse Change occurs in the financial condition two of the Servicer ▇▇▇▇▇ BrownMichael ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor ▇▇▇▇▇ ▇▇▇▇▇▇ shall fail to maintain a minimum Net Worth equal to provide active and material participation in the sum of (i) $210,000,000 plus (ii) 50% of any equity Servicer’s daily activities, including, but not limited to, general management, underwriting and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity credit approval process, and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in credit monitoring activities and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) such Persons are not replaced with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate other individuals satisfactory to the Administrative Agent, substantially Agent in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amountits sole discretion within 90 days; then, notwithstanding anything herein to the contrary, so long as and in any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure periodevent, the Administrative Agent mayshall, at the request, or at may with the direction consent, of the Required Lenders shallLenders, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. In addition to the foregoing, the Administrative Agent may request the assignment of any agreement for services utilized by the Servicer in servicing the Transferred Loans, and the Servicer shall use commercially reasonable efforts to promptly comply or cause the compliance with such request. The Borrower Servicer shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. If (a) Servicer’s right to service pursuant to each Servicing Agreement shall terminate upon the occurrence of any one of the following events (each a “Servicer Termination Event”) shall occur and be continuing on any day:): (i) any failure by An Event of Default; (ii) This Servicer Notice is deemed unenforceable; (iii) Servicer materially breaches or fails to comply with (A) the Servicer to make any payment, transfer or deposit as required by this Servicing Agreement and such breach or failure shall continue continues uncured or unremedied for a period of thirty (30) calendar days or Servicer fails to diligently pursue a cure or remedy (without regard to any other cure periods) or (B) this Servicer Notice (relating to the deposit or transfer of funds) and such breach or failure continues uncured or unremedied for a period of two (2) Business Days; Days (ii) any failure by the Servicer without regard to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants cure periods), in each case, after a Responsible Officer of a Seller Party or agreements Servicer first learns of the Servicer set forth in this Agreement or any other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofit; (iv) any representationServicer is unable to comply with the eligibility requirements, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same ceases to be remedied shall have been given to the Servicer by the Administrative Agentan approved servicer, any Managing Agent of, in each case, GNMA, HUD or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereofVA; (v) Servicer fails to make any required servicing advance, to the Servicer shall fail extent that such failure would be reasonably likely to service impair FHA Mortgage Insurance coverage or VA Loan Guaranty Agreement coverage, with respect to the Transferred Loans principal portion of any Mortgage Loan or would be reasonably likely to give rise to a liability to HUD, FHA or VA, as determined by Buyer in accordance with the Credit and Collection Policyits good faith discretion; (vi) an Insolvency Event shall occur with respect Servicer fails to make a required deposit to the ServicerInbound Account (i) which is not cured within one (1) Business Day of Seller Party’s knowledge of such failure, or (ii) to the extent such failure or failures occur on multiple occasions (regardless of any subsequent cure); (vii) the Servicer agrees provides a notice of its intent to materially alter the Credit and Collection Policy without the prior written consent resign as Servicer of the Required LendersMortgage Loans and REO Property and a new Servicer reasonably acceptable to Buyer is not promptly appointed; (viii) Servicer is subject to FHA, HUD or VA fees or penalties which have not been paid or is subject to a set-off by any financial of FHA, HUD or asset information VA which (A) is reasonably requested by the Administrative Agent likely to result in a Servicer Material Adverse Effect or any Managing Agent as provided herein is not provided as requested within five (5B) Business Days failure or failures occur on a persistent and material basis after notice or knowledge thereof (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence regardless of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)subsequent cure); or (xviiix) There shall occur a Servicer Material Adverse Effect, in the Performance Guarantor shall pay any cash dividends; provided that determination of Buyer. (b) Upon the Performance Guarantor shall be permitted to pay cash dividends if occurrence of a Servicer Termination Event at the Request of Buyer, Servicer shall have caused transfer the Performance Guarantor servicing to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year successor servicer in accordance with Section 855(a) the terms of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerServicing Agreement.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any dayoccur: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement or any other Transaction Document and such failure shall continue for two more than three (23) Business Days;; or (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms occurrence of this Agreement;an Event of Default; or (iii) except as otherwise provided in this Section 7.18, 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen thirty (1530) days (to the extent such failure is capable of being remedied) after the first to occur of (A) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (B) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof;; provided, however, that breaches of Sections 7.9(b) through (d), (g) through (i), (l), (n) through (w), 7.11 and 7.21 shall not have any cure period and shall constitute Servicer Termination Events upon the breach of any such covenant or agreement; or (iv) the occurrence of an Insolvency Event with respect to the Servicer or any Affiliate of the Servicer; or (v) the Servicer or any Affiliate thereof (i) defaults in making any payment required to be made under any agreement for borrowed money in excess of $2,500,000 or any other material agreement to which it is a party and such default is not cured within the relevant cure period or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or any other material agreement, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be accelerated and become immediately due and payable (without regard to any subordination terms with respect thereto); or (vi) [reserved]; or (vii) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or in any certificate delivered report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, shall prove to have been false or incorrect in any material respect as of the time when the same shall have been made or deemed to have been made and the circumstances or conditions causing such failurerepresentation, if susceptible warranty or certification to a curebe incorrect shall not have been remedied, shall continue unremedied eliminated or otherwise cured (to the extent capable of being remedied, eliminated or otherwise cured) for a period of fifteen thirty (1530) days after the first to occur of (iA) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (iiB) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders;; or (viii) any financial director, general partner, managing member, manager or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) senior officer of the receipt by Servicer is indicted for any felonious criminal offense related to the Servicer performance of such request;its obligations under this Agreement or the other Transaction Documents or related to the Servicer’s business; or (ix) one or more acts (including any failure(s) to act) by the Servicer or any Affiliate thereof occurs that constitutes fraud, willful misconduct or a material violation of Applicable Laws (including securities laws) (as determined in a final, non-appealable adjudication by a court of competent jurisdiction); or (x) the Servicer’s business activities are suspended or terminated by a Governmental Authority; or (xi) the rendering against the Servicer of one or more final judgments, decrees or orders by a final judgment, decree court or order arbitrator of competent jurisdiction for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) aggregate of $2,500,000 against the Servicer or any Affiliate of the Servicer (exclusive of judgment amounts fully covered by insurance), and the continuance aforementioned parties shall not have either (x) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (y) perfected a timely appeal of such judgment, decree or order unsatisfied and in effect for any period caused the execution of 30 consecutive days without a stay of execution; (x) same to be stayed during the failure pendency of the Performance Guarantor to make any payment due with respect to aggregate recourse debt appeal, in each case, within thirty (30) days from the date of entry thereof or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 enforcement proceedings are commenced upon such judgment, decree or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur;order; or (xii) any Material Adverse Change occurs in the financial condition two of the Servicer ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor ▇▇▇▇▇ ▇▇▇▇▇▇ shall fail to maintain a minimum Net Worth equal to provide active and material participation in the sum of (i) $210,000,000 plus (ii) 50% of any equity Servicer’s daily activities, including, but not limited to, general management, underwriting and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity credit approval process, and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in credit monitoring activities and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) such Persons are not replaced with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate other individuals satisfactory to the Administrative Agent, substantially Agent in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amountits sole discretion within 90 days; then, notwithstanding anything herein to the contrary, so long as and in any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure periodevent, the Administrative Agent mayshall, at the request, or at may with the direction consent, of the Required Lenders shallLenders, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. In addition to the foregoing, the Administrative Agent may request the assignment of any agreement for services utilized by the Servicer in servicing the Transferred Loans, and the Servicer shall use commercially reasonable efforts to promptly comply or cause the compliance with such request. The Borrower Servicer shall pay all reasonable set-up set‑up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. If (a) Servicer’s right to service pursuant to each Servicing Agreement shall terminate upon the occurrence of any one of the following events (each a “Servicer Termination Event”) shall occur and be continuing on any day:): (i) any failure by An Event of Default; (ii) This Servicer Notice is deemed unenforceable; (iii) Servicer materially breaches or fails to comply with (A) the Servicer to make any payment, transfer or deposit as required by this Servicing Agreement and such breach or failure shall continue continues uncured or unremedied for a period of thirty (30) calendar days or Servicer fails to diligently pursue a cure or remedy (without regard to any other cure periods) or (B) this Servicer Notice (relating to the deposit or transfer of funds) and such breach or failure continues uncured or unremedied for a period of two (2) Business Days; Days (ii) any failure by the Servicer without regard to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) any failure on the part of the Servicer duly to observe or perform in any material respect any other covenants cure periods), in each case, after a Responsible Officer of a Seller Party or agreements Servicer first learns of the Servicer set forth in this Agreement or any other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (A) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofit; (iv) any representationServicer is unable to comply with the eligibility requirements, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the first to occur of (i) the date on which written notice of such failure requiring the same ceases to be remedied shall have been given to the Servicer by the Administrative Agentan approved servicer, any Managing Agent of, in each case, GNMA, HUD or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereofVA; (v) Servicer fails to make any required servicing advance, to the Servicer shall fail extent that such failure would be reasonably likely to service impair FHA Mortgage Insurance coverage or VA Loan Guaranty Agreement coverage, with respect to the Transferred Loans principal portion of any Mortgage Loan or would be reasonably likely to give rise to a liability to HUD, FHA or VA, as determined by Administrative Agent in accordance with the Credit and Collection Policyits good faith discretion; (vi) an Insolvency Event shall occur with respect Servicer fails to make a required deposit to the ServicerInbound Account (i) which is not cured within one (1) Business Day of Seller Party’s knowledge of such failure, or (ii) to the extent such failure or failures occur on multiple occasions (regardless of any subsequent cure); (vii) the Servicer agrees provides a notice of its intent to materially alter the Credit and Collection Policy without the prior written consent resign as Servicer of the Required LendersMortgage Loans and REO Property and a new Servicer reasonably acceptable to Administrative Agent is not promptly appointed; (viii) Servicer is subject to FHA, HUD or VA fees or penalties which have not been paid or is subject to a set-off by any financial of FHA, HUD or asset information VA which (A) is reasonably requested by the Administrative Agent likely to result in a Servicer Material Adverse Effect or any Managing Agent as provided herein is not provided as requested within five (5B) Business Days failure or failures occur on a persistent and material basis after notice or knowledge thereof (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence regardless of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)subsequent cure); or (xviiix) There shall occur a Servicer Material Adverse Effect, in the Performance Guarantor shall pay any cash dividends; provided that determination of Administrative Agent. LEGAL02/37648106v16 (b) Upon the Performance Guarantor shall be permitted to pay cash dividends if occurrence of a Servicer Termination Event at the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Request of Administrative Agent, substantially in Servicer shall transfer the form of Exhibit G hereto, at least 10 Business Days prior servicing to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year a successor servicer in accordance with Section 855(a) the terms of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerServicing Agreement.

Servicer Termination Events. If (a) For purposes of this Agreement, the occurrence and continuance of any one of the following events (shall constitute a “Servicer Termination Event”) shall occur and be continuing on any day: (i) any failure by the Servicer to make deposit into the Collection Account any payment, transfer proceeds or deposit as any payment required by to be so delivered under the terms of this Agreement and such failure shall continue that continues unremedied for a period of two (2) Business Days; (ii) any representation or warranty made or deemed made by or on behalf of the Servicer in or in connection with this Agreement, the other Basic Documents, or in any report, certificate, financial statement or other document furnished pursuant to or in connection herewith or therewith or any amendment or modification hereof or thereof, shall prove to have been incorrect when made or deemed made and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of thirty (30) days; (iii) failure by the Servicer to give instructions or notice deliver to the BorrowerOwner Trustee, any Managing Agent and/or the Administrative Agent as required Indenture Trustee, and the Seller the Servicer’s Monthly Certificate by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two applicable Determination Date, which failure continues unremedied for a period of five (5) Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this AgreementDays; (iiiiv) 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 other Transaction Document to Agreement, which it is a party as Servicer that failure (i) could materially and adversely affect the rights of the Noteholders and (ii) continues unremedied for a period of fifteen thirty (1530) days after the first to occur of after: (A) the date of discovery of such failure by a Responsible Officer of the Servicer; (B) the date on which the Servicer should reasonably have been aware of such failure; or (C) written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made received by the Servicer in this Agreement or in from any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failureof the Owner Trustee, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the 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, any Managing Agent Indenture Trustee or the Borrower and (ii) Noteholders holding at least 25% of the date on which Note Balance of the Servicer becomes or reasonably should have become aware thereofOutstanding Notes of the Controlling Class; (v) the Servicer shall fail cease to service the Transferred Loans in accordance with the Credit and Collection Policybe an Eligible Servicer; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter has assigned or delegated any of its obligations under this Agreement or any other Basic Document other than in accordance with the Credit and Collection Policy without the prior written consent of the Required Lenders;terms herein and/or therein, as applicable; or (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree has failed to obtain or order maintain all licenses and approvals necessary for the payment conduct of money in excess of U.S. $5,000,000 (individually or its business in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) jurisdictions where the failure of the Performance Guarantor to make any payment due with respect do so could reasonably be expected to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or have a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of Issuer or the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerNoteholders.

Servicer Termination Events. If The occurrence and continuance of any one of the following events (shall constitute a “Servicer Termination Event”) shall occur and be continuing on any day” hereunder: (ia) any failure by the Servicer to make any payment, transfer transfer, or deposit as required by this Agreement and such it as required by any Basic Document, to which it is a party, which failure shall continue for is not remedied within two (2) Business Days; (iib) any failure by the Servicer to give instructions or notice to deliver the BorrowerMonthly Report by the Reporting Date, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring which failure is not remedied within two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this AgreementDays; (iiic) an Insolvency Event shall occur with respect to the Servicer or any Subsidiary of the Servicer; (d) 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 this Agreement or any the other Transaction Document Basic Documents to which it the Servicer is a party as Servicer that continues party, which such failure remains unremedied for a period of fifteen (15) 30 days after the first to occur earlier of (A) knowledge thereof by the Servicer or after the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofServicer; (ive) any representation, warranty warranty, or certification made by the Servicer in this Agreement any Basic Document to which it is a party or in any certificate delivered pursuant to this Agreement any Basic Document to which it is a party shall prove to have been false or otherwise incorrect in any material respect when made made, deemed made, or delivered, which such incorrect representation, warranty, or certification materially and such failureadversely affects the rights or interests of the Secured Parties and, if susceptible able to a curebe cured, shall continue unremedied not have been cured for a period of fifteen (15) 30 days after the earlier of the date on which the Servicer first to occur of (i) has knowledge thereof or the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer; (f) with respect to the initial Servicer by only, either Lendbuzz Funding or a Subsidiary of Lendbuzz Funding shall default under any Indebtedness having a principal amount of $5,000,000 or greater, and (i) such default continues after the Administrative Agentapplicable grace period, any Managing Agent if any, specified in the agreements or the Borrower and instruments relating to such Indebtedness, (ii) such default has not been waived by the date required lenders, creditors, or similarly denominated parties under the agreements or instruments relating to such Indebtedness and in the manner specified in such agreements or instruments, and (iii) as a consequence of such default, either the required lenders, creditors, or similarly denominated parties have accelerated the maturity of such Indebtedness, or the acceleration of the maturity of such Indebtedness has occurred automatically, in all cases as specified in the agreements or instruments relating to such Indebtedness and in all cases the result of which acceleration (regardless of how it is denominated in such agreements or instruments) is to require the immediate repayment of principal on such Indebtedness; (g) any material provision of any Basic Document to which the Servicer becomes is a party shall in whole or reasonably should have become aware thereofin part, cease to be in full force and effect or cease to be the legally valid, binding and enforceable obligation of the Servicer; (vh) (i) one or more final nonappealable judgments shall be entered against the Servicer by one or more courts of competent jurisdiction assessing monetary damages, individually or in the aggregate over any calendar year, in excess of $5,000,000; (ii) one or more monetary settlements shall be entered into by the Servicer with any Person, individually or in the aggregate over any calendar year, in excess of $5,000,000; (iii) the IRS shall file notice of a Lien pursuant to Section 6323 of the Code with regard to any assets of the Servicer and such Lien shall fail not have been released within 30 days; or (iv) the Pension Benefit Guaranty Corporation shall file notice of a Lien pursuant to service Section 4068 of ERISA with regard to any of the Transferred Loans in accordance with assets of the Credit Servicer and Collection Policysuch Lien shall not have been released within 30 days; (vii) an Insolvency Event any Change in Control shall occur with respect to Lendbuzz Funding without the Servicerprior Consent of the Administrative Agent; (viij) an Event of Default shall have occurred and is continuing and shall not have been waived; (k) with respect to the initial Servicer, a Material Adverse Change with respect to Lendbuzz Funding shall have occurred and is continuing and shall not have been waived; and (l) the Servicer agrees Performance Guaranty shall cease to materially alter be in full force and effect (other than in accordance with its terms) or the Credit and Collection Policy without Performance Guarantor shall assert that it is not bound by, or otherwise seek to terminate or disaffirm its obligations under, the prior written Performance Guaranty, or shall otherwise claim that the Performance Guaranty is in any way invalid or unenforceable. (i) [Reserved]; (ii) the Administrative Agent (acting at the direction of or with the consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer (with a copy to each Agent, Lender, Hedge Counterparty, the Backup Servicer, and the Backup Servicer Collateral Custodian) (a “Servicer Termination Notice”), subject to the provisions of Section 7.19, either (i) may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or Agreement; (iiiii) terminate all of the rights and obligations of Administrative Agent may direct the Servicer as Servicer under this Agreement to direct Collections to an account other than the Remittance Account or the Collection Account; and simultaneously reappoint (iv) the Servicer for a period not Administrative Agent may terminate the Collateral Custodian (if the Collateral Custodian is Lendbuzz Funding or an Affiliate of Lendbuzz Funding) and cause the Collateral Custodian to exceed one month (subject deliver, or cause to renewal at be delivered, the sole discretion of Receivable Files and the related accounts and records maintained by the Collateral Custodian to the Administrative Agent, acting at the direction of the Required Lenders)or its agent or designee, at such place as the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerAdministrative Agent may reasonably designate.

Servicer Termination Events. If The occurrence and continuance of any one of the following events (shall constitute a “Servicer Termination Event”) shall occur and be continuing on any day” hereunder: (ia) any Any failure by the Servicer to make deliver to the Lenders any payment, transfer proceeds or deposit as payment required by to be so delivered under the terms of this Agreement or any Servicer Transaction Document and such failure shall continue continues unremedied for a period of two (2) Business DaysDays after the earlier of actual knowledge or written notice thereof; (iib) any Any failure by the Servicer to give instructions deliver a Monthly Report in accordance with this Agreement on any Determination Date or, solely if such failure could not be prevented by the exercise of reasonable diligence by the Servicer and such failure was caused by a Force Majeure Event, the failure by the Servicer to deliver such Servicer’s Certificate on or notice prior to the Borrower, any Managing Agent and/or fifth (5th) Business Day following the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreementrelated Payment Date; (iiic) Any Lien securing the Obligations shall, in whole or in part, not be or cease to be a perfected first priority security interest as a result of any act or omission on the part of the Servicer; (i) Failure on the part of the Servicer to duly observe or perform any covenants or agreements of the Servicer set forth in Section 2.11(c) hereof; or (ii) failure on the part of the Servicer to duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any other Transaction Document to which it is a party as Servicer that (other than those covenants and agreements described in subclause (i) of this clause (d) or clauses (a), (b) and (c) of this Section 7.14), and such failure adversely affects the rights or interests of the Lenders and continues unremedied for a period of fifteen twenty (1520) days after the first to occur earlier of (A) the date on which written actual knowledge and notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereof; (ive) any The Servicer shall become subject to an Insolvency Event; (f) Any representation, warranty or certification made by statement of the Servicer made in this Agreement or in any certificate Transaction Document, or any certificate, report or other writing delivered pursuant to this Agreement thereto, shall prove to have been false or be incorrect in any material respect as of the time when the same shall have been made and such failureand, if susceptible to a curecapable of being cured, shall continue unremedied for a period of fifteen is not cured within twenty (1520) days after the first to occur earlier of (i) the date on which written actual knowledge or notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof;; or (vg) the Servicer shall fail to service the Transferred Loans in accordance with the Credit A Termination Event has occurred and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or continuing. Upon the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; thenforegoing, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events Event shall not have been remedied at the expiration of within any applicable cure periodperiod or waived in writing by the Administrative Agent (at the direction, and with the consent, of the Supermajority Lenders), the Administrative Agent may, or at the direction of the Required Lenders shallAgent, by written notice to the Servicer (with a copy to the Backup Servicer, the Paying Agent, each Hedge Counterparty and the Backup Servicer Collateral Custodian) (each, a “Servicer Termination Notice”), subject to may, with the provisions of Section 7.19consent of, either (i) and shall, at the direction of, Supermajority Lenders, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor ServicerAgreement.

Servicer Termination Events. If any one Any of the following events acts or occurrences shall constitute a Servicer Termination Event by the Servicer under this Agreement, the assertion as to the occurrence of which may be made, and notice of which may be given, by any of the Issuer, the Indenture Trustee or the Controlling Party (other than in the case of clause (xi) below, the assertion of which may only be made by the Controlling Party), provided that in the case of any such assertion made and/or notice given by either the Indenture Trustee or the Controlling Party as to the existence of a “Servicer Termination Event (or the assertion and/or notice of an act or occurrence which, with the lapse of any time period specified below would constitute a Servicer Termination Event”), any waiver or consent, or purported waiver or consent, given by the Issuer to the Servicer (whether before or after any such assertion made and/or notice given by either the Indenture Trustee or the Controlling Party) with respect to such Servicer Termination Event (or with respect to any provision of this Agreement or the underlying factual circumstances relating thereto) shall occur and be continuing on any dayof no force or effect: (i) any failure by the Servicer to make remit to the Lock-Box Accounts, within three Business Days of the receipt thereof, any payment, transfer or deposit as required payments received by this Agreement and such failure shall continue for two (2) Business Daysit in respect of the Franchise Assets; (ii) any failure by the Servicer to give instructions or notice provide to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement Indenture Trustee a Monthly Servicer's Certificate or to deliver any Required Reports hereunder on or before the date occurring a Quarterly Servicer's Certificate within two Business Days after the date such instructionsof its due date, notice or report is with respect to any other required to be made or givenreport, as the case may be, under the terms within 30 days of this Agreementits due date; (iii) any failure on a default by the part Servicer in the due observance of the provisions of the Servicing Agreement regarding preservation of the Servicer's existence; (iv) the default by the Servicer duly to observe or perform in any material respect the due performance and observance of any other covenants or agreements provision of the Servicer set forth in this Servicing Agreement or any other Transaction Document to which it is a party as Servicer that continues unremedied and the continuation of such default uncured for a period of fifteen (15) 30 days after it has been notified by the first to occur of (A) the date on which written notice of Indenture Trustee of, or otherwise obtained knowledge of, such failure requiring the same to be remedied shall have been given to default, provided, however, as long as the Servicer is diligently attempting to cure such default, such cure period shall be extended by the Administrative Agent, any Managing Agent or the Borrower and (B) the date on which the Servicer becomes or reasonably should have become aware thereofan additional period as may be required to cure such default but in no event by more than an additional 30 days; (ivv) any representation, warranty or certification statement of the Servicer made in the Servicing Agreement or by the Servicer in this Agreement or its capacity as Servicer in any certificate certificate, report or other writing delivered pursuant to this Agreement shall thereto will prove to have been false or be incorrect in any material respect as of the time when the same will have been made and or deemed to have been made or as of any other date specified in this Agreement ("breach"), provided, that if any such failurebreach is capable of being remedied within 30 days of the Servicer's knowledge of such breach or receipt of notice thereof, then a Servicer Termination Event shall occur under this clause (v) as a result of such breach if susceptible to a cure, shall continue unremedied for a period it is not cured in all material respects by the end of fifteen such 30-day period; (15) days after the first to occur of (ivi) the date on which written notice Servicer makes an assignment for the benefit of creditors or generally fails to pay its debts as such failure requiring debts become due; (vii) the same Servicer's petition or application to be remedied shall have been given any tribunal for, or its consent to, the appointment of, or taking possession by, a trustee, receiver, custodian, liquidator or similar official of the Servicer, or of any substantial part of the assets of the Servicer, or the Servicer's commencement of a voluntary case under the Insolvency Law of the United States or any proceedings relating to the Servicer by under the Administrative Agent, Insolvency Law of any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereofother jurisdiction; (vviii) any petition or application referred to in clause (vi) is filed, or any proceedings referred to in clause (vi) are commenced, against the Servicer and the Servicer by any act indicates its approval thereof, consent thereto or acquiescence therein, or any order, judgment or decree is entered appointing any such trustee, receiver, custodian, liquidator or similar official, or approving the petition in any such proceedings and such order, judgment or decree remains unstayed and in effect for more than 60 days; (ix) any final, non-appealable order, judgment or decree is entered in any proceedings against the Servicer by a court of competent jurisdiction decreeing the dissolution of the Servicer and such order, judgment or decree remains unstayed and in effect for more than ten days; (x) a final non-appealable judgment for an amount in excess of $10,000,000 (exclusive of any portion thereof which is insured) is rendered against the Servicer by a court of competent jurisdiction and is not paid or discharged within ten days; (a) the Servicer shall fail to service the Transferred Loans in accordance comply with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to Servicing Standard in the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent judgment of the Required Lenders; Controlling Party, exercised in a reasonable manner and (viiib) any financial or asset information such failure could reasonably requested by be expected to have a Material Adverse Effect on the Administrative Agent or any Managing Agent as provided herein is Trust Estate (not provided as requested within five (5) Business Days (or such longer period as taking into account the Administrative Agent or such Managing Agent may consent to) benefits of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) $210,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 ActPolicy), as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof)Controlling Party; (Bxii) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected Debt Service Coverage Ratio is less than or equal to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”)1.10x; and (Cxiii) to an Event of Default under the extent the Indenture has been declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Serviceris continuing.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any day: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement and such failure shall continue for two (2) Business Days; (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two (2) Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (iii) 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen (15) days after the first to occur of (Ai) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower and (Bii) the date on which the Servicer becomes or reasonably should have become aware thereof; (iv) any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement shall prove to have been false or incorrect in any material respect when made and such failure, if susceptible to a cure, shall continue unremedied for a period of fifteen (15) days after the 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, any Managing Agent or the Borrower and (ii) the date on which the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders; (viii) any financial or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) of the receipt by the Servicer of such request; (ix) the rendering against the Servicer of a final judgment, decree or order for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) and the continuance of such judgment, decree or order unsatisfied and in effect for any period of 30 thirty (30) consecutive days without a stay of execution; (x) the failure of the Performance Guarantor to make any payment due with respect to aggregate recourse debt or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur; (xii) any Material Adverse Change occurs in the financial condition of the Servicer or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor shall fail to maintain a minimum Net Worth equal to the sum of (i) of $210,000,000 325,000,000 plus (ii) 50% of any equity and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Restatement Date minus (iii) 50% of any equity and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Restatement Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000325,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi7.18(a)(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate to the Administrative Agent, substantially in the form of Exhibit G hereto, at least 10 ten (10) Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; . then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent may, or at the direction of the Required Lenders shall, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. The Borrower shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any dayoccur: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement or any other Transaction Document and such failure shall continue for two more than three (23) Business Days;; or (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms occurrence of this Agreement;an Event of Default; or (iii) except as otherwise provided in this Section 7.18, 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen thirty (1530) days (to the extent such failure is capable of being remedied) after the first to occur of (A) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (B) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof;; provided, however, that breaches of Sections 7.9(b) through (d), (g) through (i), (l), (n) through (w), 7.11 and 7.21 shall not have any cure period and shall constitute Servicer Termination Events upon the breach of any such covenant or agreement; or (iv) the occurrence of an Insolvency Event with respect to the Servicer or any Affiliate of the Servicer; or ​ (v) the Servicer or any Affiliate thereof (i) defaults in making any payment required to be made under any agreement for borrowed money in excess of $2,500,000 or any other material agreement to which it is a party and such default is not cured within the relevant cure period or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or any other material agreement, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be accelerated and become immediately due and payable (without regard to any subordination terms with respect thereto); or (vi) [reserved]; or (vii) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or in any certificate delivered report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, shall prove to have been false or incorrect in any material respect as of the time when the same shall have been made or deemed to have been made and the circumstances or conditions causing such failurerepresentation, if susceptible warranty or certification to a curebe incorrect shall not have been remedied, shall continue unremedied eliminated or otherwise cured (to the extent capable of being remedied, eliminated or otherwise cured) for a period of fifteen thirty (1530) days after the first to occur of (iA) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (iiB) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders;; or (viii) any financial director, general partner, managing member, manager or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) senior officer of the receipt by Servicer is indicted for any felonious criminal offense related to the Servicer performance of such request;its obligations under this Agreement or the other Transaction Documents or related to the Servicer’s business; or (ix) one or more acts (including any failure(s) to act) by the Servicer or any Affiliate thereof occurs that constitutes fraud, willful misconduct or a material violation of Applicable Laws (including securities laws) (as determined in a final, non-appealable adjudication by a court of competent jurisdiction); or (x) the Servicer’s business activities are suspended or terminated by a Governmental Authority; or (xi) the rendering against the Servicer of one or more final judgments, decrees or orders by a final judgment, decree court or order arbitrator of competent jurisdiction for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) aggregate of $2,500,000 against the Servicer or any Affiliate of the Servicer (exclusive of judgment amounts fully covered by insurance), and the continuance aforementioned parties shall not have either (x) discharged or provided for the discharge of any such ​ judgment, decree or order in accordance with its terms or (y) perfected a timely appeal of such judgment, decree or order unsatisfied and in effect for any period caused the execution of 30 consecutive days without a stay of execution; (x) same to be stayed during the failure pendency of the Performance Guarantor to make any payment due with respect to aggregate recourse debt appeal, in each case, within thirty (30) days from the date of entry thereof or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 enforcement proceedings are commenced upon such judgment, decree or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur;order; or (xii) any Material Adverse Change occurs in the financial condition two of the Servicer ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor ▇▇▇▇▇ ▇▇▇▇▇▇ shall fail to maintain a minimum Net Worth equal to provide active and material participation in the sum of (i) $210,000,000 plus (ii) 50% of any equity Servicer’s daily activities, including, but not limited to, general management, underwriting and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity credit approval process, and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in credit monitoring activities and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) such Persons are not replaced with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate other individuals satisfactory to the Administrative Agent, substantially Agent in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amountits sole discretion within 90 days; then, notwithstanding anything herein to the contrary, so long as and in any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure periodevent, the Administrative Agent mayshall, at the request, or at may with the direction consent, of the Required Lenders shallLenders, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. In addition to the foregoing, the Administrative Agent may request the assignment of any agreement for services utilized by the Servicer in servicing the Transferred Loans, and the Servicer shall use commercially reasonable efforts to promptly comply or cause the compliance with such request. The Borrower Servicer shall pay all reasonable set-up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.

Servicer Termination Events. (a) If any one of the following events (a “Servicer Termination Event”) shall occur and be continuing on any dayoccur: (i) any failure by the Servicer to make any payment, transfer or deposit as required by this Agreement or any other Transaction Document and such failure shall continue for two more than three (23) Business Days;; or (ii) any failure by the Servicer to give instructions or notice to the Borrower, any Managing Agent and/or the Administrative Agent as required by this Agreement or to deliver any Required Reports hereunder on or before the date occurring two Business Days after the date such instructions, notice or report is required to be made or given, as the case may be, under the terms occurrence of this Agreement;an Event of Default; or (iii) except as otherwise provided in this Section 7.18, 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 other Transaction Document to which it is a party as Servicer that continues unremedied for a period of fifteen thirty (1530) days (to the extent such failure is capable of being remedied) after the first to occur of (A) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (B) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof;; provided, however, that breaches of Sections 7.9(b) through (d), (g) through (i), (l), (n) through (w), 7.11 and 7.21 shall not have any cure period and shall constitute Servicer Termination Events upon the breach of any such covenant or agreement; or (iv) the occurrence of an Insolvency Event with respect to the Servicer or any Affiliate of the Servicer; or (v) the Servicer or any Affiliate thereof (i) defaults in making any payment required to be made under any agreement for borrowed money in excess of $2,500,000 or any other material agreement to which it is a party and such default is not cured within the relevant cure period or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or any other material agreement, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be accelerated and become immediately due and payable (without regard to any subordination terms with respect thereto); or (vi) [reserved]; or (vii) any representation, warranty or certification made by the Servicer in this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, or in any certificate delivered report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Transaction Document or any amendment or modification hereof or thereof, shall prove to have been false or incorrect in any material respect (without duplication of any materiality qualifier already contained therein) as of the time when the same shall have been made or deemed to have been made and the circumstances or conditions causing such failurerepresentation, if susceptible warranty or certification to a curebe incorrect shall not have been remedied, shall continue unremedied eliminated or otherwise cured (to the extent capable of being remedied, eliminated or otherwise cured) for a period of fifteen thirty (1530) days after the first to occur of (iA) the date on which written notice (which may be by email) of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent, any Managing Agent or the Borrower any Lender and (iiB) the date on which a Responsible Officer of the Servicer becomes or reasonably should have become aware thereof; (v) the Servicer shall fail to service the Transferred Loans in accordance with the Credit and Collection Policy; (vi) an Insolvency Event shall occur with respect to the Servicer; (vii) the Servicer agrees to materially alter the Credit and Collection Policy without the prior written consent of the Required Lenders;; or (viii) any financial director, general partner, managing member, manager or asset information reasonably requested by the Administrative Agent or any Managing Agent as provided herein is not provided as requested within five (5) Business Days (or such longer period as the Administrative Agent or such Managing Agent may consent to) senior officer of the receipt by Servicer is indicted for any felonious criminal offense related to the Servicer performance of such request;its obligations under this Agreement or the other Transaction Documents or related to the Servicer’s business; or (ix) one or more acts (including any failure(s) to act) by the Servicer or any Affiliate thereof occurs that constitutes fraud, willful misconduct or a material violation of Applicable Laws (including securities laws) (as determined in a final, non-appealable adjudication by a court of competent jurisdiction); or (x) the Servicer’s business activities are suspended or terminated by a Governmental Authority; or (xi) the rendering against the Servicer of one or more final judgments, decrees or orders by a final judgment, decree court or order arbitrator of competent jurisdiction for the payment of money in excess of U.S. $5,000,000 (individually or in the aggregate) aggregate of $2,500,000 against the Servicer or any Affiliate of the Servicer (exclusive of judgment amounts fully covered by insurance), and the continuance aforementioned parties shall not have either (x) discharged or provided for the discharge of any such judgment, decree or order in accordance with its terms or (y) perfected a timely appeal of such judgment, decree or order unsatisfied and in effect for any period caused the execution of 30 consecutive days without a stay of execution; (x) same to be stayed during the failure pendency of the Performance Guarantor to make any payment due with respect to aggregate recourse debt appeal, in each case, within thirty (30) days from the date of entry thereof or other obligations with an aggregate principal amount exceeding U.S. $1,000,000 enforcement proceedings are commenced upon such judgment, decree or the occurrence of any event or condition that would permit acceleration of such recourse debt or other obligations if such event or condition has not been waived; (xi) any Guarantor Event of Default shall occur;order; or (xii) any Material Adverse Change occurs in the financial condition two of the Servicer ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ or a material adverse change occurs with regard to the collectibility of the Transferred Loans, taken as a whole; (xiii) any Change-in-Control of the Servicer is made without the prior written consent of the Borrower and the Administrative Agent, other than a Change-in-Control of the Servicer that is a result of transfer to a Permitted Holder; (xiv) the Performance Guarantor ▇▇▇▇▇ ▇▇▇▇▇▇ shall fail to maintain a minimum Net Worth equal to provide active and material participation in the sum of (i) $210,000,000 plus (ii) 50% of any equity Servicer’s daily activities, including, but not limited to, general management, underwriting and Subordinated Debt issued by the Performance Guarantor after the Amendment No. 2 Effective Date minus (iii) 50% of any equity credit approval process, and Subordinated Debt retired or redeemed by the Performance Guarantor after the Amendment No. 2 Effective Date; provided that, in no event shall the minimum Net Worth be less than $210,000,000; (xv) the Performance Guarantor shall fail to satisfy the RIC/BDC Requirements; (xvi) the Performance Guarantor shall fail to maintain “asset coverage” (as defined in credit monitoring activities and determined pursuant to Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act) such Persons are not replaced with respect to its “senior securities representing indebtedness” (as defined in Section 18 of the 1940 Act) of at least 150% (or such percentage as may be set forth in Section 18 of the 1940 Act, as modified by Section 61 of the 1940 Act); provided, that for purposes of testing compliance with this Section 7.18(xvi) the impact of the election of ASC 825 or similar accounting guideline with respect to determining the fair value of the debt of the Performance Guarantor on a consolidated basis shall be excluded (for avoidance of doubt, the intent of this language is to cause the debt of the Performance Guarantor to be valued at par value rather than fair value)); or (xvii) the Performance Guarantor shall pay any cash dividends; provided that the Performance Guarantor shall be permitted to pay cash dividends if the Servicer shall have caused the Performance Guarantor to have delivered a certificate other individuals satisfactory to the Administrative AgentAgent in its sole discretion within 90 days; then, substantially and in the form of Exhibit G hereto, at least 10 Business Days prior to the making of any such cash dividend to event or upon the effect that: (A) the amount of the declared dividend has been determined in good faith by the Board of Directors of the Performance Guarantor on the basis of the most current financial projections of the Performance Guarantor then available for the Related Period (as defined in Exhibit G hereof); (B) the amount of the declared dividend does not exceed the sum of (i) the net investment income occurrence and the net capital gain projected to be realized by the Performance Guarantor for the Related Period based on the financial projections referred to in clause (A) above, and (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(acontinuance of a Rapid Amortization Event (other than pursuant to clauses (e) or (f) of the Code (together clauses (i) and (ii) comprising the “Projected Available Amount”definition thereof); and (C) to the extent the declared dividend referred to in clause (B) above exceeds the sum of (i) the net investment income and the net capital gain actually realized by the Performance Guarantor for the Related Period, plus (ii) the amounts deemed by the Performance Guarantor to be considered as having been paid during the prior year in accordance with Section 855(a) of the Code (the “Excess Payment”); then the proposed dividend to be declared by the Performance Guarantor for the immediately ensuing Related Period shall be reduced by any positive amount resulting from the following calculation: (x) the ensuing Related Period’s proposed declared dividend plus the Excess Payment minus (y) the ensuing Related Period’s Projected Available Amount; then, notwithstanding anything herein to the contrary, so long as any such Servicer Termination Events shall not have been remedied at the expiration of any applicable cure period, the Administrative Agent mayshall, at the request, or at may with the direction consent, of the Required Lenders shallLenders, by written notice to the Servicer and the Backup Servicer (a “Termination Notice”), subject to the provisions of Section 7.19, either (i) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement or (ii) terminate all of the rights and obligations of the Servicer as Servicer under this Agreement and simultaneously reappoint the Servicer for a period not to exceed one month (subject to renewal at the sole discretion of the Administrative Agent, acting at the direction of the Required Lenders), at the expiration of which appointment the Servicer’s rights and obligations hereunder shall automatically terminate without further action on the part of any party hereto. In addition to the foregoing, the Administrative Agent may request the assignment of any agreement for services utilized by the Servicer in servicing the Transferred Loans, and the Servicer shall use commercially reasonable efforts to promptly comply or cause the compliance with such request. The Borrower Servicer shall pay all reasonable set-up set‑up and conversion costs associated with the transfer of servicing rights to the Successor Servicer.