Common use of Servicer Defaults Clause in Contracts

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

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuingContinuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including including, without limitation limitation, with respect to the remittance of Collections) as required by this Agreement on or the date such payment, transfer or deposit is required to be madeother Transaction Documents which continues unremedied for a period of two Business Days; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 days fifteen (15) Business Days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or (ii) the date on which a Responsible Officer of the Servicer acquires actual knowledge thereof; (c) an Insolvency Event with respect to the Servicer; (d) a Termination Event; (e) any failure by the Servicer to deliver any required Servicing Report hereunder and the same continues unremedied for a period of three (3) Business Days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Servicer by the Administrative Agent or Collection Account Bank, or (ii) the date on which the Servicer becomes aware has actual knowledge thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (df) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, made and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and or any Lender or (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) as of any financial or other information reasonably requested date of determination, the weighted average (weighted by the Administrative Agent or respective Outstanding Loan Balance) Delinquency Ratio for any Purchaser rolling three-month period is not greater than 8.0% (provided as requested within a reasonable amount that Delinquent Loans in respect of time following at least two different Obligors are used to form the basis for such requestcalculation); (h) as of any date of determination, the rendering against weighted average (weighted by the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect respective Outstanding Loan Balance) Delinquency Ratio for any rolling six-month period is greater than 4.5% (provided that Delinquent Loans in respect of more than 60 consecutive days without a stay of executionat least two different Obligors are used to form the basis for such calculation); (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence as of any event or condition date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling three-month period is greater than 3% (provided that would Defaulted Loans in respect of at least two different Obligors are used to form the basis for such time permit acceleration of such recourse debt or other obligationscalculation); (j) CapitalSource Inc.’s Consolidated Tangible Net Worth as of any date of determination, the weighted average (weighted by the respective Outstanding Loan Balance) Default Ratio for any rolling twelve-month period is less greater than 0.75% (provided that Defaulted Loans in respect of at least two different Obligors are used to form the TNW Test Levelbasis for such calculation); (k) a payment default or other defaultas of any date of determination, termination event or other similar event has occurred and the weighted average (weighted by the respective Outstanding Loan Balance) Dilution Ratio for any rolling three-month period is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder12%; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000;or (l) the Servicer fails in as of any material respect to comply with the Credit and Collection Policy regarding the servicing date of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateraldetermination, the Administrative Agent or weighted average (weighted by the Secured Parties, without the prior written consent of the Administrative Agent; or (nrespective Outstanding Loan Balance) the Servicer fails (or fails to cause the related REO Asset Owner) in Dilution Ratio for any material respect to comply with the provisions herein relating to the servicing and administering of any REO Assetrolling twelve-month period is greater than 8.0%; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Collection Account Bank and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this AgreementAgreement (other than fees or expenses owed to the Servicer which have accrued or been incurred prior to the delivery of the Servicer Termination Notice).

Servicer Defaults. If any one Any of the following events (shall constitute a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer to take any action that it is required to take in its capacity as Servicer to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date any Transaction Document or to give instructions or to give notice to Trustee to make such payment, transfer or deposit is required to be made;deposit, which failure continues unremedied for three Business Days, (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the any other Transaction Documents to Document, which the Servicer is a party and the same failure continues unremedied for a period of 10 days 25 Business Days after the earlier to occur of (i) the date on which written notice of such failure the failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereofTrustee, or to Servicer and Trustee by any Investor Certificateholder, (Bc) duly to observe or perform Servicer shall assign its obligations duties under Section 5.4(othis Agreement, except as permitted by Sections 3.1(b) or Section 6.4(j);and 8.3, (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect when made or delivered, and continues to be incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent and (ii) the date on which Trustee, or to the Servicer becomes aware thereof;and Trustee by any Investor Certificateholder, or (e) an Insolvency any Bankruptcy Event shall occur with respect to Servicer. In the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence event of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contraryDefault, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to remedied, Trustee (at the date direction of the Servicer Termination Notice (defined belowRequired Investors), the Administrative Agent, by written notice then given in writing to the Servicer (with a copy to the Backup Servicer) (a “Servicer "Termination Notice”"), may shall terminate all of the rights and obligations (other than obligations of the such Servicer under Sections 8.4 and 11.5) of Servicer as Servicer under this AgreementAgreement and in and to the Receivables, the Related Transferred Assets and the proceeds thereof. As soon as possible, and in any event within two Business Days, after an Authorized Officer of Servicer has obtained knowledge of the occurrence of any Servicer Default, Servicer shall furnish Transferor, Trustee, each Required Person and the Rating Agencies, and Trustee shall promptly furnish each other Investor Certificateholder, notice of such Servicer Default.

Servicer Defaults. If The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be continuing: (a) any failure by The Servicer or the Servicer Seller shall fail (i) to make when due any payment, transfer payment or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreementhereunder, or (ii) to deliver perform or observe any required Monthly Report term, covenant or agreement hereunder (other Required Reports hereunder on or before the date occurring two than as referred to in clause (i) of this paragraph (a)) and such failure shall remain unremedied for five (5) Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 days after following the earlier to occur of (iA) the date on which written notice of such failure requiring the same to be remedied shall have been given thereof by any Agent to the Servicer by or the Administrative Agent and (ii) the date on which the Servicer becomes aware thereofSeller, as applicable, or (B) duly to observe the Servicer’s or perform its obligations under Section 5.4(o) or Section 6.4(j);the Seller’s actual knowledge of such failure. (db) any Any representation, warranty warranty, certification or certification statement made by the Seller, the Servicer or an Originator in this Agreement, any other Transaction Document or in any certificate other document delivered pursuant to any Transaction Document hereto shall prove to have been incorrect in any material respect when made or deemed made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution;. (i) the failure of The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or general assignment for the benefit of CapitalSource Inc. creditors; or any of its Subsidiaries (except for those securitizations proceeding shall be instituted by or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by against the Seller and or the Administrative Agent)Servicer seeking to adjudicate it bankrupt or insolvent, and at such time such event permits or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the lender entry of an order for relief or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result appointment of a defaultreceiver, termination event, margin call trustee or other similar event with respect to a repurchase agreement official for it or series any substantial part of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunderproperty, or (ii) the deficiency amount under such repurchase agreement Seller or series of repurchase agreements after application of collateral proceeds with respect any Servicer shall take any corporate action to the sale or liquidation authorize any of the related collateral is less than $10,000,000actions set forth in clause (i) above in this subsection (c). (d) As at the end of any Calculation Period: (i) the average of the Delinquency Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%; (lii) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing average of the CollateralDilution Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 8.25%; or (miii) the Servicer consents average of the Default Ratios for each of the three consecutive Calculation Periods then most recently ended shall exceed 2.50%. (e) Any Originator (i) shall fail to perform or agrees toobserve any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise permits to occurbe incapable of transferring, any amendment, modification, change, supplement or rescission of or Receivables to the Credit and Collection Policy (after Seller, as purchaser under the adoption Sale Agreement, or any “Event of same) in whole Default” or in part that could be reasonably expected to have a Material Adverse Effect upon “Potential Event of Default” shall occur under the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; orSale Agreement. (nf) the Servicer fails The aggregate Receivable Interests hereunder shall at any time exceed 100%. (or fails to cause the related REO Asset Ownerg) in any material respect to comply with the provisions herein relating to the servicing and administering A Change of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default Control shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreementoccur.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuingoccur: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including including, without limitation limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be madewhich continues unremedied for a period of two Business Days; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) comply in any material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral and in each case the same continues unremedied for a period of 10 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) under one or more agreements for borrowed money to which it is a party in an aggregate amount in excess of United States $5,000,000, individually or in the aggregate, or (B) duly to observe the occurrence of any event or perform its obligations under Section 5.4(o) condition that has resulted in the acceleration of such amount of recourse debt whether or Section 6.4(j)not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) [Reserved]; (f) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Purchaser Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.15(f)) of or to the Credit Policy and the Servicer fails to receive the written consent of the Administrative Agent within ten Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); provided, however, that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (g) Ares Capital Corporation or an Affiliate thereof shall cease to be the Servicer; (h) as of any Determination Date, the Portfolio Charged-Off Ratio is greater than 3.0%; (i) [Reserved]; (j) Ares Capital Corporation fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by 80% of the proceeds of any equity offerings of Ares Capital Corporation consummated after the Closing Date; (k) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) relating to all of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, R. ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇ (or other individuals acceptable to the Administrative Agent), or any failure by all of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, and a reputable, experienced individual reasonably satisfactory to the Administrative Agent has not been appointed within 30 days of such event; provided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day-to-day management or failure to provide active and material participation in the Servicer’s daily activities. The Administrative Agent deems each of ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇ to be an acceptable, experienced appointee for purposes of satisfying this provision; (l) any failure by the Servicer to deliver (i) any required Servicing Report on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be or (ii) any other 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, in each case under the terms of this Agreement; (m) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, which has a Material Adverse Effect on the Administrative Agent, any Purchaser Agent or the Secured Parties and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (en) an Insolvency Event shall occur with respect to the Servicer[Reserved]; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (go) any financial or other information reasonably requested by the Administrative Agent, any Purchaser Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (hp) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $10,000,0007,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (mq) any change in the control of the Servicer consents that takes the form of either a merger or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part consolidation that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to does not comply with the provisions herein relating to the servicing and administering of any REO AssetSection 5.5(b); then then, notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Trustee and Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make deliver to the Agent any paymentMonthly Settlement Report, transfer Purchase Date/Spread Account Surplus Settlement Report or deposit (including without limitation with respect Commercial Paper Settlement Report pursuant to Collections) as required by this Agreement Section 6.07 on or before the date such payment, transfer or deposit delivery is required to be made;due under the terms of this Agreement; or (b) any failure by the Servicer to give instructions or notice deliver any other information to the Administrative Agent as required by this Agreement, or pursuant to deliver any required Monthly Report or other Required Reports hereunder Section 6.01 on or before the date occurring two Business Days after the date such instructioninformation, payment, transfer, deposit, instruction or notice or report is required to be made or given, as the case may be, given under the terms of this Agreement;, which continues unremedied for a period of three Business Days after such information is due under the terms of this Agreement; or (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or any of the other Transaction Documents related documents to which the Servicer it is a party and the same which continues unremedied for a period of 10 days ten Business Days after the earlier to occur of (i) the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer servicer by the Administrative Agent and (ii) the date on which Agent, or to the Servicer becomes aware thereofand the Agent by the Purchaser; or the Servicer shall assign its duties under this Agreement or under any of the other related documents to which it is a party, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j);except as permitted in accordance with the terms of Sections 8.02 and 10.04; or (d) any representation, warranty or certification made by the Servicer in this Agreement or any Transaction Document other related document to which it is a party or in any certificate delivered pursuant to this Agreement or any other Transaction Document to which it is a party shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof;; or (e) The Seller or the Originator shall fail to pay any principal of or premium or interest on any Debt in an Insolvency Event shall occur amount in excess of $10,000 (with respect to the Servicer;Seller) or $250,000 (with respect to the Originator), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any Debt in an amount in excess of $10,000 (with respect to the Seller) or $750,000 (with respect to the Originator) or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or (f) any material delegation of the Servicer’s duties that a final judgment is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering rendered against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the while acting as Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to 1,000,000 and, within 45 days after entry thereof, such judgment is not discharged or for execution thereof stayed pending appeal, or within 45 days after the benefit expiration of CapitalSource Inc. any such stay, such judgment is not discharged; or (g) either the Agent or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either Purchaser (i) shall receive notice from the surrender of Servicer that the related collateral in whole Servicer is no longer able to (or liquidation of the related collateral in whole by) the repo counterparty discharge its duties under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, this Agreement or (ii) shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, that the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; Servicer: (lA) the Servicer fails has experienced a material adverse change in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees toits business, assets, liabilities, operations, or otherwise permits financial condition, (B) has defaulted on any of its material obligations (other than those included in this Agreement), or (c) has ceased to occurconduct its business in the ordinary course, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contrarythen, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below)remedied, the Administrative Agent, Agent by written notice given in writing to the Servicer (with a copy to the Backup Servicer) (a “"Servicer Termination Notice”"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (such termination being herein called a "Servicer Transfer"). After receipt by the Servicer of such Servicer Termination Notice, all authority and power of the Servicer under this Agreement shall pass to and be vested in the Standby Servicer or another Successor Servicer appointed pursuant to Section 8.02; and, without limitation, the Agent is hereby authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Agent and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Purchased Receivables and related Purchased Assets provided for under this Agreement, including, without limitation, all authority over any Collections which shall on the date of transfer be held by the Servicer for deposit or withdrawal in a Lock-box Account or the Agent's Account or which shall thereafter be received by the Servicer with respect to the Purchased Receivables, and in assisting the successor servicer in enforcing all rights under this Agreement including, without limitation, allowing the Successor Servicer's personnel access to the Servicer's premises for the purpose of collecting payments on the Purchased Assets made at such premises. The Servicer shall promptly transfer its electronic records relating to the Purchased Assets to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Purchased Assets in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Servicer's officers and employees.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuingoccur: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including including, without limitation limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be madewhich continues unremedied for a period of three Business Days; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $5,000,000, individually or in the aggregate, or (B) duly to observe the occurrence of any event or perform its obligations under Section 5.4(o) condition that has resulted in the acceleration of such recourse debt or Section 6.4(j)other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (f) the Servicer consents to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Lender, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.11(f)) of or to the calculation of Risk Rating or the Risk Rating scale in the Credit and Collection Policy that could reasonably be expected to have a Material Adverse Effect, and the Servicer fails to obtain the written consent of the Administrative Agent within ten (10) Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven (7) days after the effectiveness of such amendment and which consent shall not be unreasonably withheld, delayed or conditioned); provided, however, that no such written consent shall be required in connection with an amendment mandated by any Applicable Law or Governmental Authority; (g) G▇▇▇▇ BDC or an Affiliate thereof shall cease to be the Servicer; (h) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring three Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (i) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, which has a Material Adverse Effect on the Administrative Agent, any Lender or the other Secured Parties and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 thirty (30) days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or any Lender and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (gj) any financial or other information reasonably requested by the Administrative Agent or any Purchaser Lender is not provided as requested within a reasonable amount thirty (30) days following the Servicer’s receipt of time following such request; (hk) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $10,000,0005,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000;or (l) any change in the control of the Servicer fails in any material respect to comply with that takes the Credit and Collection Policy regarding the servicing form of the Collateral; or (m) the Servicer consents a merger or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part consolidation that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to does not comply with the provisions herein relating to the servicing and administering of any REO AssetSection 5.4(b); then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within at the expiration of any applicable cure period prior to the date of the Servicer Termination Notice (defined below)period, the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Defaults. If any one Each of the following events (shall constitute a “"Servicer Default”) shall occur and be continuing:" (a) any failure by the Servicer shall fail to make remit or fail to cause to be remitted to the Funding Agent on any payment, transfer day any Collections or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is Discount required to be maderemitted to the Funding Agent on such day and such failure shall continue for three (3) Business Days after the date when such Collections or Discount became due; (b) any failure by the Servicer shall fail to give instructions or notice to the Administrative Agent as required by this Agreementdeposit, or pay or fail to deliver cause to be deposited or paid when due any required Monthly Report or other Required Reports hereunder on or before the date occurring two amount due hereunder, and any such failure shall continue for three (3) Business Days after written notice thereof by the date such instruction, notice Funding Agent or report is required any Owner to be made or given, as the case may be, under the terms of this AgreementServicer; (c) any failure on the part of the Transferor or the Servicer (A) to duly to observe or perform in any material respect any other covenants or agreements of the Transferor or the Servicer set forth in the Purchase Agreement, this Agreement or any of the other Transaction Program Documents to which the Servicer is a party and the same failure continues unremedied for a period of 10 twenty (20) days after the earlier to occur of (i) knowledge thereof or the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer Transferor or the Servicer, as applicable, by the Administrative Funding Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j)any Owner; (d) any representation, warranty warranty, certification or certification statement made by the Servicer in any Transaction Document under this Agreement or in any certificate delivered agreement, certificate, report, appendix, schedule or document furnished by the Servicer to any Owner or the Funding Agent pursuant to any Transaction Document or in connection with this Agreement shall prove to have been incorrect false or misleading in any respect material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers to this Agreement or the collectibility transactions contemplated hereby as of the Assets) continues time made (including by omission of material information necessary to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of make such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereofrepresentation, warranty, certification or statement not misleading); (e) an Insolvency Event shall occur with respect to the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator for the Transferor or the Servicer; (f) , in any material delegation insolvency, readjustment of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial debt, marshaling of assets and liabilities or other information reasonably requested by the Administrative Agent similar proceedings, or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment winding up or liquidation of money in excess of $10,000,000, individually or in the aggregatetheir respective affairs, and the continuance of any such judgment, decree or order unsatisfied unstayed and in effect for any a period of more than 60 consecutive days without a stay of execution;days; or (if) the failure of consent by the Transferor or the Servicer to make the appointment of a conservator or receiver or liquidator in any payment due with respect to any recourse debt or other obligationsinsolvency, which debt or other obligations are in excess readjustment of $10,000,000debt, individually or in the aggregatemarshaling of assets and liabilities, or similar proceedings of or relating to the occurrence Transferor or the Servicer or of or relating to substantially all of their respective property; or the Transferor or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any event applicable insolvency or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other defaultreorganization statute, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in make an amount greater than $10,000,000 to or assignment for the benefit of CapitalSource Inc. its creditors or any voluntarily suspend payment of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreementobligations.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuingcontinuing with respect to the Servicer: (a) any failure by the Servicer to make any paymentdeliver, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring within two Business Days after of the earlier date such instructionset forth below in clause (i) or (ii), notice any Daily Report or, within three Business Days of the earlier date set forth below in clause (i) or report is required (ii), any Monthly Settlement Statement, in either case, conforming in all material respects to be made the requirement of Section 4.01 or given4.02, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 days each case, after the earlier to occur of (i) the date upon which a Responsible Officer of the Servicer obtains knowledge of such failure or (ii) the date on which written notice of such failure failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Company or the Trustee, or to the Company, the Servicer and the Trustee from holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Agent; (b) failure by the Servicer to pay any amount required to be paid by it under any Pooling and Servicing Agreement on or before the date occurring five Business Days after the earlier to occur of (i) the date upon which a Responsible Officer of the Servicer obtains knowledge of such failure or (ii) the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer becomes aware thereofby the Company or the Trustee, or to the Company, the Servicer and the Trustee by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Agent; (Bc) failure on the part of the Servicer duly to observe or to perform in any material respect any other of its obligations covenants or agreements set forth in any Pooling and Servicing Agreement, which failure has a material adverse effect on the holders of any Outstanding Series and which material adverse effect continues unremedied for 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Company and the Servicer by the Trustee, or to the Company, the Servicer and the Trustee by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Agent; provided, that no Servicer Default shall be deemed to occur under this subsection with respect to a failure on the part of the Servicer if the Servicer shall have complied with the provisions of Section 5.4(o5.02(b) or Section 6.4(j)with respect thereto; (d) any representation, warranty or certification made by the Servicer in any Transaction Document Pooling and Servicing Agreement or in any certificate delivered pursuant to any Transaction Document thereto shall prove to have been incorrect in any material respect when made or deemed made, which incorrectness has a material adverse effect on the holders of any Outstanding Series and which (if capable of being cured without any material adverse impact on the Purchasers or the collectibility of the Assets) effect continues to be unremedied for a period of 10 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness thereof, requiring the same to be remedied remedied, shall have been given to the Company and the Servicer by the Administrative Agent Trustee, or to the Company, the Servicer and the Trustee by holders of Investor Certificates evidencing 25% or more of the Aggregate Invested Amount or by any Agent; provided, that no Servicer Default shall be deemed to occur under this subsection with respect to a failure on the part of the Servicer if the Servicer shall have complied with the provisions of Section 5.02(b) with respect thereto; (i) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Servicer in an involuntary case under any Applicable Insolvency Law, which decree or order is not stayed, or any other similar relief shall be granted under any applicable federal or state law and shall not be stayed; (ii) the date on which an involuntary case is commenced against the Servicer becomes aware thereof; under any Applicable Insolvency Law, a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over the Servicer, or over all or a substantial part of the property of the Servicer shall have been entered, an interim receiver, trustee or other custodian of the Servicer for all or a substantial part of the property of the Servicer is involuntarily appointed or a warrant of attachment, execution or similar process is issued against any substantial part of the property of the Servicer, and the continuance of any such events in this clause (eii) for 60 days unless dismissed, bonded or discharged; (iii) the Servicer shall at its request have a decree or an Insolvency Event shall occur order for relief entered with respect to it, commence a voluntary case under the Servicer;Bankruptcy Code or any Applicable Insolvency Law, consent to the entry of a decree or an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or consent to the appointment of or taking possession by a receiver, trustee or other custodian of all or a substantial part of its property; (iv) the making by the Servicer of any general assignment for the benefit of creditors; (v) the inability or failure of the Servicer generally to pay its debts as such debts become due; or (vi) the Board of Directors of the Servicer adopts any resolution or otherwise authorizes action to approve any of the foregoing; or (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders judgments for the payment of money (to the extent not bonded or covered by insurance to the reasonable satisfaction of the Agent) shall be rendered against the Servicer (i) in excess of an aggregate amount greater than $10,000,00010,000,000 or (ii) that, individually or in the aggregate, have resulted or could reasonably be expected to result in a Material Adverse Effect with respect to the Servicer and the continuance of such judgment, decree or order unsatisfied and in effect same shall remain undischarged for any a period of more than 60 30 consecutive days without during which execution shall not be effectively stayed, or any action shall be legally taken by a stay of execution; (i) the failure judgment creditor to levy upon assets or properties of the Servicer to make any payment due with respect to any recourse debt enforce such judgment or other obligationsjudgments; then, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence event of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contraryDefault, so long as any such the Servicer Default shall not have been remedied within any applicable cure period prior to or waived, the date Company (with the consent of the Servicer Termination Notice (defined below)Trustee) may, the Administrative AgentCompany at the direction of the Trustee shall, and the Company and the Trustee shall, at the written direction of the holders of Investor Certificates evidencing more than 50% of the Aggregate Invested Amount voting as a single class, by written notice then given in writing to the Servicer (with a copy to the Backup Servicer) and each Rating Agency (a “Servicer "Termination Notice”"), may terminate all or any part of the rights and obligations of the Servicer as Servicer under the Pooling and Servicing Agreements. Notwithstanding anything to the contrary in this Section 6.01, a delay in or failure of performance referred to under clause (b) above for a period of 10 Business Days after the applicable grace period or a delay in or failure of performance referred to under clauses (a), (c) or (d) above for a period of 30 Business Days after the applicable grace period shall not constitute a Servicer Default, if such delay or failure could not have been prevented by the exercise of reasonable diligence by the Servicer and such delay or failure was caused by a Force Majeure Delay. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed by the Company and the Trustee pursuant to Section 6.02, all authority and power of the Servicer under any Pooling and Servicing Agreement to the extent specified in such Termination Notice shall pass to and be vested in a Successor Servicer (a "Service Transfer"), as the case may be; and, without limitation, the Trustee is hereby directed, authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or to deliver such documents or instruments, and to do and to accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer and the Trustee shall incur no liability in connection with effecting such Service Transfer. The Servicer agrees to cooperate with the Company and the Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct its duties hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Receivables provided for under the Pooling and Servicing Agreements (including, without limitation, all authority over all Collections that shall on the date of transfer be held by the Servicer for deposit, or that have been deposited by the Servicer, in the Collection Account, or that shall thereafter be received with respect to the Receivables), and in assisting the Successor Servicer. Upon a Service Transfer, the terminated Servicer shall (x) promptly assemble all of its documents, instruments and other records (including credit files, licenses (to the extent transferable), rights, copies of all relevant computer programs and any necessary licenses (to the extent transferable) for the use thereof, related material, computer tapes, disks, cassettes and data) that (i) evidence or record Receivables sold and assigned to the Trust and (ii) are otherwise necessary to enable a Successor Servicer to coordinate servicing of all such Receivables and to prepare and deliver Daily Reports and Monthly Settlement Statements, with or without the participation of the terminated Servicer, (y) promptly deliver or license (to the extent transferable) the use of all of the foregoing documents, instruments and other records to such Successor Servicer at a place designated by such Successor Servicer and (z) provide the Successor Servicer with access to its facilities, equipment, personnel, systems and leasehold agreements to assist the Successor Servicer in performing its obligations hereunder. In recognition of the terminated Servicer's need to have access to any such documents, instruments and other records that may be transferred to a Successor Servicer hereunder, whether as a result of its continuing responsibility as a servicer of accounts receivable that are not sold and assigned to the Trust or otherwise, such Successor Servicer shall provide to the terminated Servicer reasonable access to such documents, instruments and other records transferred by the terminated Servicer to it in connection with any activity arising in the ordinary course of the terminated Servicer's business; provided that the terminated Servicer shall not disrupt or otherwise interfere with the Successor Servicer's use of and access to such documents, instruments and other records. To the extent that compliance with this Section 6.01 shall require the terminated Servicer to disclose to the Successor Servicer information of any kind that the terminated Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the terminated Servicer shall reasonably deem necessary to protect its interests. All costs and expenses incurred by the terminated Servicer, the Successor Servicer and the Trustee in connection with any Service Transfer shall be for the account of the terminated Servicer, as the case may be, and to the extent any costs or expenses incurred by the Trustee are not so paid, the Trustee shall be entitled to be paid such items from amounts that would otherwise be distributable to the Company under Article III of the Pooling Agreement.

Servicer Defaults. If any one of the following events (each being a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer (i) to deliver any information to the Trustee required pursuant to Section 3.04(g)(vi) on or before the date such information is required to be given under the terms of this Indenture and such failure shall remain unremedied for three Business Days after written notice from the Trustee or the Insurer, (ii) to deliver any other information or reports to the Trustee required pursuant to Section 3.04(g) (including, without limitation, the failure to deliver any Servicer's Daily Report or Monthly Report) on or before the date such information, Servicer's Daily Report or Monthly Report is required to be given or made under the terms of this Indenture and such failure shall (in the case of any report other than a Servicer's Daily Report or Monthly Report) remain unremedied for ten Business Days after written notice from the Trustee or the Insurer, or (iii) to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on or before the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement;Indenture or any of the other Transaction Documents to which it is a party; or (cb) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement Indenture or any of the other Transaction Documents to which the Servicer it is a party and the same party, which failure continues unremedied for a period of 10 ten days after the earlier to occur of (i) the date on which written notice of such failure thereof, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or to the Servicer and the Trustee by any Noteholder or the Insurer; assignment by the Servicer of its duties without (i) an express assumption of the Servicer's obligations hereunder by such assignee, (ii) to the date on which extent the Servicer becomes aware thereofis the Originator, or (B) duly to observe or perform continued performance of its obligations under Section 5.4(othe Purchase and Contribution Agreement, and/or (iii) or Section 6.4(j);rating agency consent; or (dc) any representation, warranty or certification made by the Servicer in this Indenture or any other Transaction Document to which it is a party or in any certificate delivered pursuant to this Indenture or any other Transaction Document to which it is a party shall prove to have been incorrect in any material respect when made; or (d) the Servicer shall become subject to an Insolvency Event; or (e) a final judgment is rendered against the Originator while acting as Servicer in an amount greater than $1,000,000 and, and which (if capable of being cured without any adverse impact on the Purchasers within 30 days after entry thereof, such judgment is not discharged or the collectibility of the Assets) continues to be unremedied for a period of execution thereof stayed pending appeal, or within 10 days after the earlier to occur expiration of (i) the date on which written notice of any such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer;stay, such judgment is not discharged; or (f) the Servicer or any material delegation Affiliate of the Servicer’s duties that Servicer shall fail to pay any principal of or premium or interest on any Debt for which the Servicer is not permitted liable (whether as a primary or secondary party) if the aggregate principal amount of such Debt is $250,000 or more, when the same becomes due and payable (whether by Section 6.1;scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other default under any agreement or instrument relating to any such Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or (g) if the Servicer is the Originator or an Affiliate of the Originator, the occurrence of any financial Wind Down Event specified in Section 9.01(l) or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request;(p); or (h) the rendering against Trustee or the Insurer (A) shall receive notice from the Servicer that the Servicer is no longer able to discharge its duties under this Indenture or (B) shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, that the Servicer (1) has experienced a material adverse change in its business, assets, liabilities, operations, or financial condition, (2) has defaulted on any of one its material obligations (other than those included in this Indenture), or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or (3) has ceased to conduct its business in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution;ordinary course; or (i) the Servicer shall fail to comply in any material respect with the Credit and Collection Policy in the performance of its duties hereunder; Following the occurrence of a Servicer Default, the Control Party may among other things, declare an Event of Default, deliver a Termination Notice to the Servicer and effect a Service Transfer. The Control Party may waive any default by the Issuer or the Servicer in the performance of their obligations under this Indenture and its consequences, provided, however, that the Control Party shall not have the right to forgive the payment of principal or interest on any Note. Upon any such waiver of a past default, such default shall cease to exist, and any such default shall be deemed to have been remedied for every purpose of this Indenture. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. After receipt by the Servicer of a Termination Notice, and on the date that a Successor Servicer shall have been appointed pursuant to Section 10.02, all authority and power of the Servicer under this Indenture shall pass to and be vested in such Successor Servicer (a "Service Transfer"); and, without limitation, the Trustee is hereby authorized, empowered and instructed (upon the failure of the Servicer to make cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such Service Transfer. The Servicer agrees to cooperate, at its expense, with the Trustee and such Successor Servicer in (i) effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Acquired Advances as provided under this Indenture, including all authority over all Collections which shall on the date of such Service Transfer be held by the Servicer for deposit to the Collection Account, the Reserve Account or the Issuer's Account, or which have been deposited by the Servicer to the Collection Account, or any payment due other account, or which shall thereafter be received with respect to the Acquired Advances, and (ii) assisting the Successor Servicer until all servicing activities have been transferred to such Successor Servicer, such assistance to include, without limitation, (x) assisting any recourse debt or accountants selected by the Successor Servicer to verify collection records and reports made prior to the Service Transfer and (y) assisting the Successor Servicer in making the computer systems of the Servicer and the Successor Servicer compatible to the extent necessary to effect the Service Transfer. The Servicer shall, at its expense, within five Business Days of such Service Transfer, (A) assemble such documents, instruments and other obligationsrecords (including computer tapes and discs), which debt evidence the Acquired Advances and the other Pledged Assets, and which are necessary or other obligations are in excess of $10,000,000, individually or in desirable to collect the aggregate, Acquired Advances and shall make the same available to the Successor Servicer or the occurrence of any event Trustee or condition that would its designee at a place selected by the Successor Servicer or the Trustee and in such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, form as the same Successor Servicer or the Trustee may be updated reasonably request, and (B) segregate all cash, checks and other instruments received by it from time to time as mutually agreed by constituting Collections of Acquired Advances in a manner acceptable to the Seller Successor Servicer and the Administrative Agent)Trustee, and, promptly upon receipt, remit all such cash, checks and instruments to the Successor Servicer or the Trustee or its designee. At any time following a Termination Notice: (1) The Servicer shall, at the Trustee's request and at such time such event permits the lender or holder Servicer's expense, give notice of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with Trustee's security interest in the effect of being considered not to have occurred, Acquired Advances to the extent related Obligors and direct that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect be made directly to the sale Trustee or liquidation of the related collateral is less than $10,000,000its designee; (l2) If the Servicer fails to provide the notice to Obligors required in paragraph (1) above, the Trustee may direct the Obligors of Acquired Advances or any material respect of them, that payment of all amounts payable under any such Acquired Advances be made directly to comply with the Credit and Collection Policy regarding the servicing Trustee or its designee; (3) Each of the Collateral; or (m) Issuer and Noteholder hereby authorizes the Servicer consents Trustee to take any and all steps in the Issuer's name and on behalf of the Issuer and the Noteholders necessary or agrees todesirable, or otherwise permits in the determination of the Trustee, to occurcollect all amounts due under any and all Acquired Advances, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Partiesincluding, without limitation, endorsing the prior written consent Issuer's name on checks and other instruments representing Collections in respect of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing such Acquired Advances and administering of any REO Asset; then notwithstanding anything herein to the contrary, so long as any enforcing such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this AgreementAcquired Advances.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit (including without limitation with respect to Collections) into the Collection Account as required by this Agreement on the date and such payment, transfer or deposit is required to be made;failure shall continue for two (2) Business Days; or (b) any failure by the Servicer to give instructions or notice to the Administrative Deal Agent as required by this AgreementSection 5.4(g) or 5.4(i), or to deliver any required Monthly Report or other Required Reports hereunder hereunder, on or before the date occurring two (2) Business Days after the date such instruction, instruction of notice or report is required to be made or given, as the case may be, under the terms of this Agreement;; or (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same which failure continues unremedied for a period of 10 thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer (with a copy to the Backup Servicer) by the Deal Agent or the Trustee and (ii) the date on which Servicer acquires knowledge thereof; or (d) the initial Servicer consents or agrees to, or otherwise permits to occur, an amendment to the Credit and Collection Policy other than as permitted by Section 5.5(e); or (e) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been false or incorrect in any materially adverse respect when made, deemed made or delivered which continues to be unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer (with a copy to the Backup Servicer) by the Administrative Deal Agent or the Trustee and (ii) the date on which the Servicer becomes aware acquires knowledge thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j);; or (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof; (ef) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1;; or (g) any financial or other Asset information reasonably requested by the Administrative Deal Agent or any Purchaser the Lender as provided herein is not provided by the Servicer as requested within a reasonable amount the greater of time (a) three (3) Business Days or (b) five (5) days following such request;; or (h) the rendering against the initial Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $10,000,0007,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 sixty (60) consecutive days without a stay of execution;; or (i) the failure of the Servicer (for so long as the Servicer is the Originator) to make any payment due with respect to any aggregate recourse debt or other obligations, which debt or other obligations are in excess of with an aggregate principal amount exceeding United States $10,000,000, individually or in the aggregate, 5,000,000 or the occurrence of any event or condition that would at such time permit has resulted in the acceleration of such recourse debt or other obligations;obligations if such event or condition has not been waived; or (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than any change in the TNW Test Level;control of the initial Servicer that takes the form of either a merger or consolidation that does not comply with the provisions of Section 5.5(b) or a Change-in-Control occurs; or (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit earlier of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender termination or material modification (without the prior written consent of the related collateral in whole to (or liquidation Deal Agent) of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together initial Servicer’s existing contract with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, Dover Management to provide equipment management activities or (ii) 90 days after Dover Management gives notice of its intent not to renew such contract; provided, however, the deficiency amount under initial Servicer shall have forty five (45) days after the occurrence of such repurchase agreement event to hire or series of repurchase agreements after application of collateral proceeds with respect contract an experienced equipment manager acceptable to the sale or liquidation of Deal Agent and approved by the related collateral is less than $10,000,000;Deal Agent in writing; or (l) if, during the Servicer fails in any Revolving Period, the termination or material respect to comply with modification (without the Credit and Collection Policy regarding the servicing prior written consent of the CollateralDeal Agent) of the initial Servicer’s existing contract with Bay Point to provide equipment finance origination activities; provided, however, the initial Servicer shall have sixty (60) days after the occurrence of such event to hire or contract an experienced equipment finance originator acceptable to the Deal Agent and approved by the Deal Agent in writing; or (m) the failure of the initial Servicer consents to maintain Liquidity of at least $25,000,000 for more than the greater of three (3) Business Days or agrees tofive (5) days; provided, however, on one occurrence from and after the Initial Advance Date only on which the initial Servicer fails to maintain such Liquidity for more than five (5) days, no Servicer Default shall occur unless such failure continues for thirty (30) days or otherwise permits more; provided, further, however, in the event a Servicer Default of the type described in this clause (m) shall occur or be expected to occur, any amendmentthe Servicer may request a waiver of such Servicer Default and, modificationin connection therewith, change, supplement or rescission of or submit to the Credit Deal Agent and Collection Policy the Lender a cash flow forecast which forecasts the cure of such Servicer Default (after for the adoption avoidance of same) doubt, Deal Agent and Lender may approve or disapprove such request in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agenttheir sole and absolute discretion); or (n) the failure of the initial Servicer fails to maintain Liquidity of at least $15,000,000 for more than three (or 3) Business Days; or (o) with respect to the initial Servicer only, NewStar fails to cause maintain the related REO Asset Owneraggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to $475,000,000, as (i) increased by 80% of the proceeds of any equity offerings (including capital contributions) of NewStar consummated after the Closing Date, (ii) increased by 50% of cumulative positive GAAP net income earned by NewStar after the Closing Date and (iii) as decreased, due to an accounting change or changes in tax rates imposed after the Closing Date, by the amounts of any reductions in the assets designated on NewStar’s consolidated balance sheet as “deferred income taxes, net” and/or “deferred financing costs, net” from the amounts thereof shown on NewStar’s consolidated balance sheet as of September 30, 2010; or (p) occurrence of a material exception in any material respect to comply audit of the initial Servicer which has a adverse effect on the Lender or any other Secured Party; or (q) NewStar or any majority-owned Affiliate thereof defaults beyond any applicable grace period in performing any obligation as servicer under any term loan or revolving credit facility (for the avoidance of doubt, excluding this Agreement except as expressly provided herein and any 144A or publicly registered CLOs) with the provisions herein relating to Lender or any of Affiliate thereof which is majority-owned, directly or indirectly, by the servicing and administering ultimate parent of any REO Assetthe Lender; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Deal Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Master Servicer to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this AgreementAgreement including, without limitation, delivery of any Settlement Report and, (i) in the case of failure to deliver a Settlement Report, such failure shall remain unremedied for one (1) Business Day after the earlier to occur of (A) written notice thereof by the Administrative Agent to the Master Servicer or (B) knowledge by a Responsible Officer of the Master Servicer of such failure and (ii) in the case of failure to make any payment, transfer or deposit to be made by the Master Servicer or to deliver give instructions or notice to the Administrative Agent (other than delivery of any required Monthly Report or other Required Reports hereunder on or before the date occurring two Settlement Report) such failure shall remain unremedied for three (3) Business Days after the due date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreementthereof; (cb) any failure on the part of the Master Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Master Servicer set forth in this Agreement or the any other Transaction Documents Document to which the Master Servicer is a party and the same party, which failure continues unremedied for a period of 10 30 days after the earlier first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Master Servicer by the Administrative Agent and (ii) the date on which a Responsible Officer of the Master Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j)obtains knowledge of such failure; (dc) any representation, warranty or certification made by the Master Servicer in any Transaction Document this Agreement or in any certificate delivered pursuant to any Transaction Document this Agreement shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 30 days after the earlier first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Master Servicer by the Administrative Agent and (ii) the date on which a Responsible Officer of the Master Servicer becomes aware thereofobtains knowledge of such incorrectness; (d) a Credit Event shall occur or any Event of Bankruptcy occurs with respect to the Master Servicer; or (e) an Insolvency Event shall occur with respect to any merger or consolidation in which the Servicer; (f) any material delegation of the Servicer’s duties that Master Servicer is not permitted by the surviving entity, except as provided in Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent7.3(1), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding . Notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below)remedied, the Administrative Agent, by written notice to the Master Servicer (with a copy to the Backup Servicer) (a “Servicer "Termination Notice”"), may terminate all of the rights and obligations of the Master Servicer as Master Servicer under this AgreementAgreement and appoint a successor Master Servicer satisfactory to the Administrative Agent (in the Administrative Agent's sole discretion).

Servicer Defaults. If Section 6.1 The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer shall fail (i) to make or remit any payment, transfer payment or deposit required hereunder, or (including without limitation with respect ii) to Collectionsperform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) as required by of this Agreement on the date paragraph (a)) and any such payment, transfer failure under clause (i) or deposit is required to be made;clause (ii) shall remain unremedied for ten (10) days after receipt of notice from Agent or Purchaser specifying such failure. (b) any failure Any material representation, warranty, certification or statement made by the Servicer to give instructions Seller or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate other document delivered pursuant to any Transaction Document hereto shall prove to have been incorrect incorrect, in any material respect when made or deemed made, and which . (if capable of being cured without any adverse impact on the Purchasers or the collectibility c) Failure of the Assets) continues Servicer or TLC or any of its Consolidated Subsidiaries to be unremedied for a period of 10 days after the earlier to occur of pay any (i) The Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the date on which written notice benefit of such incorrectness requiring the same to creditors; or any proceeding shall be remedied shall have been given to instituted by or against the Servicer by or any of its Affiliates seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the Administrative Agent and entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property or (ii) the Servicer shall take any corporate action to authorize any of the actions set forth in clause (i) above in this subsection (d); provided, however, that a Servicer Default shall only be deemed to have occurred with respect to any of the above-described proceedings which are initiated involuntarily against Servicer if such proceeding is not dismissed within sixty (60) days of the date on which the Servicer becomes aware thereof;when initiated. (e) an Insolvency Event shall occur with respect The Seller's, TLC or TLC Multimedia's receipt of written notice of any Indebtedness due to the Servicer; (f) any material delegation of the Servicer’s duties party other than Fleet that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period Indebtedness of more than 60 consecutive days without $5,000,000 due to such party has been accelerated on account of a stay of execution; (i) the failure of the Servicer to make any payment pay such Indebtedness when due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is thereunder continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement; provided, securitization or any other facility providing indebtedness for borrowed moneyhowever, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall not be deemed to be cured with have occurred if the effect Indebtedness so accelerated is the subject of a bona fide dispute and diligent efforts are being considered not made to resolve such dispute. (f) The Purchaser shall declare the Facility Termination Date to have occurredoccurred following the occurrence of a Termination Event pursuant to Section 6.2(a), to the extent that either (ib), (c), (d), (e) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (iif) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000;hereof. (lg) the Servicer fails in There shall occur any material respect to comply with adverse change in the Credit financial condition or operations of Servicer from and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole date hereof or in part that could be reasonably expected there shall have occurred any event which materially and adversely affects Servicer's ability to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the perform its servicing and administering of any REO Asset; then notwithstanding anything herein to the contraryobligations hereof. Then, so long as any such Servicer Default shall continue and not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below)remedied, the Administrative Agent, by written notice thereof given in writing to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as "Servicer" hereunder. Upon receipt by Servicer of such notice of termination, all authority and power of Servicer under this Agreement.Agreement shall immediately cease and Agent shall be authorized and empowered to arrange for appointment of a successor Servicer ("Successor Servicer"), after consulting with Purchaser. Such successor Servicer shall be paid a reasonable Servicer Fee out of the Collections consistent with market rates charged by third party servicers of such assets at such time, the payment of which fees shall have priority over any payments due to Seller hereunder. The Servicer agrees that upon the occurrence of a Servicer Default, at its own expense, it shall promptly transfer all of the Records relating to Receivables to Agent or the

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuingoccur: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including including, without limitation limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be madewhich continues unremedied for a period of two Business Days; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to (i) observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) or (ii) comply in any material respect with the Credit Policy and the Servicing Standard regarding the servicing of the Collateral and in each case the same continues unremedied for a period of 10 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Purchaser Agent and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (ic) the failure of the Servicer to make any payment when due with respect (after giving effect to any recourse debt related grace period) under one or other obligations, more agreements for borrowed money to which debt or other obligations are it is a party in an aggregate amount in excess of United States $10,000,0005,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit has resulted in the acceleration of such amount of recourse debt whether or other obligationsnot waived; (jd) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements Insolvency Event shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds occur with respect to the sale or liquidation of the related collateral is less than $10,000,000Servicer; (le) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or[Reserved]; (mf) the Servicer consents or agrees to, to or otherwise permits to occur, without the prior written consent of the Administrative Agent and each Purchaser Agent, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.15(f)) of or to the Credit Policy and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected Servicer fails to have a Material Adverse Effect upon receive the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative AgentAgent within ten Business Days after notice of such amendment has been delivered to the Administrative Agent (which notice shall be delivered by the Servicer within seven Business Days after the effectiveness of such amendment); orprovided, however, that no such written consent shall be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (ng) Ares Capital Corporation or an Affiliate thereof shall cease to be the Servicer fails Servicer; (or h) [Reserved]; (i) at any time, Ares Capital Corporation fails to cause maintain the related REO Asset Owner) in any material respect Coverage Ratio at greater than or equal to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.2:1;

Servicer Defaults. If any one Any of the following events (shall ----------------- constitute a “"Servicer Default”) shall occur and be continuing": (a) any failure by the Servicer to take any action that it is required to take in its capacity as Servicer to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date any Transaction Document or to give instructions or to give notice to Trustee to make such payment, transfer or deposit is required to be made;deposit, which failure continues unremedied for three Business Days, (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the any other Transaction Documents to Document, which the Servicer is a party and the same failure continues unremedied for a period of 10 days 25 Business Days after the earlier to occur of (i) the date on which written notice of such failure the failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereofTrustee, or to Servicer and Trustee by any Investor Certificateholder, (Bc) duly to observe or perform Servicer shall assign its obligations duties under Section 5.4(othis Agreement, except as permitted by Sections 3.1(b) or Section 6.4(j);and 8.3, --------------- --- (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate or other document or instrument delivered pursuant to any Transaction Document shall prove to have been incorrect when made or delivered, and continues to be incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days 15 Business Days after the earlier to occur of (i) the date on which written notice of such incorrectness failure, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent Trustee, or to Servicer and (ii) the date on which the Servicer becomes aware thereof;Trustee by any Investor Certificateholder, or (e) an Insolvency any Bankruptcy Event shall occur with respect to Servicer. In the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence event of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contraryDefault, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to remedied, Trustee (at the date direction of the Servicer Termination Notice (defined belowRequired Person), the Administrative Agent, by written notice then given in writing to the Servicer (with a copy to the Backup Servicer) (a “Servicer "Termination Notice”"), may shall terminate all of the rights and obligations (other than obligations of the such Servicer under Sections 8.4 and 11.5) of Servicer as Servicer under this Agreement. As soon as possible, and in any event within two Business Days, after an Authorized Officer of Servicer has obtained knowledge of the occurrence of any Servicer Default, Servicer shall furnish Transferor, Trustee and the Required Person, and Trustee shall promptly furnish each other Investor Certificateholder, notice of such Servicer Default.

Servicer Defaults. If The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be continuing: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure by shall remain unremedied for five (5) Business Days following written notice thereof to the Servicer to make any paymentor the Seller, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made;applicable. (b) any failure Any representation, warranty, certification or statement made by the Seller, the Servicer to give instructions or notice to the Administrative Agent as required by Originator in this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate other document delivered pursuant to any Transaction Document hereto shall prove to have been incorrect in any material respect when made or deemed made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof; (e) an Insolvency Event shall occur with respect to the Servicer; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution;. (i) the failure of The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or general assignment for the benefit of CapitalSource Inc. creditors; or any of its Subsidiaries (except for those securitizations proceeding shall be instituted by or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by against the Seller and or the Administrative Agent)Servicer seeking to adjudicate it bankrupt or insolvent, and at such time such event permits or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the lender entry of an order for relief or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result appointment of a defaultreceiver, termination event, margin call trustee or other similar event with respect to a repurchase agreement official for it or series any substantial part of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunderproperty, or (ii) the deficiency amount under such repurchase agreement Seller or series of repurchase agreements after application of collateral proceeds with respect any Servicer shall take any corporate action to the sale or liquidation authorize any of the related collateral is less than $10,000,000actions set forth in clause (i) above in this subsection (c). (d) As at the end of any calendar month: (i) the average of the Delinquency Ratios for each of the three consecutive calendar months then most recently ended shall exceed 4.00%; (lii) the Servicer fails in Dilution Ratio for any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateralcalendar month shall exceed 3.25%; or (miii) the Servicer consents average of the Default Ratios for each of the three consecutive calendar months then most recently ended shall exceed 4.00%. (e) The Originator (i) shall fail to perform or agrees toobserve any term, covenant or agreement contained in any other Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the legal capacity or otherwise permits to occurbe incapable of transferring, any amendment, modification, change, supplement or rescission of or Receivables to the Credit and Collection Policy (after Seller, as purchaser under the adoption of same) in whole Sale Agreement, or in part that could be reasonably expected to have a Material Adverse Effect upon any "EVENT OF DEFAULT" or "POTENTIAL EVENT OF DEFAULT" shall occur under the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; orSale Agreement. (nf) the Servicer fails The aggregate Receivable Interests hereunder shall at any time exceed 100%. (or fails to cause the related REO Asset Ownerg) in any material respect to comply with the provisions herein relating to the servicing and administering A Change of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default Control shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreementoccur.

Servicer Defaults. If any one of the following events (a “"Servicer Default”") shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent Administrator as required by this AgreementAgreement including, without limitation, while Fidelity is Servicer, any payment required to be made under the Backup Servicer and Collateral Custodian Fee Letter, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instructionpayment, transfer, deposit, instruction of notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (cb) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement any Transaction Document which has a material adverse effect on the Administrator or the other Transaction Documents to MSFC, which the Servicer is a party and the same continues unremedied for a period of 10 30 days after the earlier first to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent Administrator and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (dc) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, which has a material adverse effect on the Administrator or MSFC and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 30 days after the earlier first to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent Administrator and (ii) the date on which the Servicer becomes aware thereof; (ed) an Insolvency Event shall occur with respect to the Servicer; (fe) any material delegation of the Servicer’s 's duties that which is not permitted by Section 6.1; (gf) any financial or other Asset information reasonably requested by the Administrative Agent Administrator or any Purchaser MSFC as provided herein is not reasonably provided as requested within a reasonable amount of time following such requestrequested; (hg) the rendering against the Servicer of one a final judgment, decree or more final judgments, decrees or orders order for the payment of money in excess of U.S. $10,000,000, individually or in the aggregate, 1,000,000 and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (ih) the failure of the Servicer to make any payment due with respect to any aggregate recourse debt or other obligations, which debt or other obligations are in excess of with an aggregate principal amount exceeding U.S. $10,000,000, individually or in the aggregate, 1,000,000 or the occurrence of any event or condition that which would at such time permit acceleration of such recourse debt or other obligationsobligations if such event or condition has not been waived; (i) any change in the management of the Servicer relating to the positions of President, CEO, Chairman of the Board and Executive Vice President; or (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than any change in the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender control of the related collateral Servicer which takes the form of either a merger or consolidation in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) which the Servicer fails in any material respect to comply with is not the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding surviving entity. Notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below)remedied, the Administrative AgentAdministrator, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer "Termination Notice”"), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Defaults. If any one The occurrence of anyone or more of the following events (shall constitute a “Servicer Default”) shall occur and be continuing: (a) any failure by The Servicer shall fail to instruct the Servicer Bank and Owner to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two three (3) Business Days after the date such instruction, notice or report instruction is required to be made by the Servicer under this Agreement or given, as the case may be, under the terms of this Agreement; (c) shall fail duly to observe any failure on the part covenant of the Servicer set forth in Section 3.2 or Section 4.2. (Ab) The Servicer shall fail duly to observe or perform in any material respect any other covenants covenant or agreements agreement of the Servicer set forth in this Agreement or the in any other Transaction Documents to which the Servicer is a party Document and the same continues such failure shall continue unremedied for a period of 10 fifteen (15) days after the earlier to occur of (i) the date on which written the Servicer receives notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereofof such failure, or (B) duly should have become aware pursuant to observe or perform its obligations under usual and customary policies and procedures normally applied by Servicer in accordance with Section 5.4(o) or Section 6.4(j4.2(a);. (dc) any Any representation, warranty or certification made by the Servicer in any Transaction Document this Agreement or in any certificate delivered pursuant to any other Transaction Document shall prove to have been incorrect in any material respect when mademade or deemed made and such representation, and which (if capable of being cured without any adverse impact on the Purchasers warranty or the collectibility of the Assets) continues certification shall continue to be unremedied incorrect in any material respect for a period of 10 fifteen (15) days after the earlier to occur of (i) the date on which written the Servicer receives notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof;of such incorrectness, or should have become aware pursuant to usual and customary policies and procedures normally applied by· Servicer in accordance with Section 4.2(a). (d) The Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property, or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in force undischarged or unstayed for a period of ninety (90) days, or the Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors or voluntarily suspend payment of its obligations. (e) an Insolvency Event shall occur with respect to The Annual Attrition Rate equals or exceeds 15.0% or the Servicer;Quarterly Attrition Rate equals or exceeds 17.0%, except as disclosed on Schedule 5.1(e) hereto. (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred There occurs and is continuing a material Event of Default under that certain Credit Agreement by and between Owner and FCC, LLC (beyond any applicable grace period“FCC”) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for as agent and the benefit of CapitalSource Inc. or any of its Subsidiaries lenders thereto (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by amended, modified or restated, the Seller and the Administrative Agent)“Senior Credit Agreement”) under Section 8.1.1, and at such time such event permits the lender 8.1.12, 8.1.13 or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event 8.1.3 (but with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurredSection 8.1.3, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds only with respect to the sale an Event of Default thereunder caused by a breach of Section 7.2.16 or liquidation 7.2.20) of the related Senior Credit Agreement or such Event of Default under the Senior Credit Agreement which materially adversely effects the Alarm Accounts as collateral is less than $10,000,000; or the ability of Owner to service the Senior Funded Debt (l) as currently defined in the Servicer fails in any material respect to comply with the Senior Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of sameAgreement) in whole both cases, as reasonably determined by FCC as agent, beyond the date notice thereof is delivered to CastleRock by FCC or in part that could be reasonably expected to have a Material Adverse Effect upon the CollateralOwner, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering plus application of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default cure period. Owner shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (promptly provide CastleRock with a copy of any notice of default under the Senior Credit Agreement which it receives; provided however this Section 5.1(f) shall apply only to such Events of Default which arise under the Backup Servicer) (a “Servicer Termination Notice”), may terminate all terms of the rights Senior Credit Agreement as executed by the parties as of May 25, 2007, a true and obligations correct copy of the Servicer as Servicer under this Agreementwhich has been provided to CastleRock by Owner.

Servicer Defaults. If The occurrence of any one or more of the following events (shall constitute a “Servicer Default”) shall occur and be continuing: (a) The Servicer or the Seller shall fail (i) to make when due any payment or deposit required hereunder, or (ii) to perform or observe any term, covenant or agreement hereunder (other than as referred to in clause (i) of this paragraph (a)) and such failure by shall remain unremedied for five (5) Business Days following written notice thereof to the Servicer to make any paymentor the Seller, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be made;applicable. (b) any failure Any representation, warranty, certification or statement made by the Seller, the Servicer to give instructions or notice to the Administrative Agent as required by Originator in this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party and the same continues unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof, or (B) duly to observe or perform its obligations under Section 5.4(o) or Section 6.4(j); (d) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate other document delivered pursuant to any Transaction Document hereto shall prove to have been incorrect in any material respect when made or deemed made, and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 days after the earlier to occur of . (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to The Seller or the Servicer shall generally not pay its debts as such debts become due or shall admit in writing its inability to pay its debts generally or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Administrative Agent and Seller or the Servicer seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or any substantial part of its property, or (ii) the date on which Seller or any Servicer shall take any corporate action to authorize any of the Servicer becomes aware thereof;actions set forth in clause (i) above in this subsection (c). (ed) an Insolvency Event shall occur with respect to As at the Servicer; (f) end of any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (g) any financial or other information reasonably requested by the Administrative Agent or any Purchaser is not provided as requested within a reasonable amount of time following such request; (h) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution;calendar month: (i) the failure average of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess Delinquency Ratios for each of $10,000,000, individually or in the aggregate, or the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligationsthree consecutive calendar months then most recently ended shall exceed 2.75%; (jii) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than the TNW Test Level;Dilution Ratio for any calendar month shall exceed 3.25%; or (kiii) a payment default or other default, termination event or other similar event has occurred and is continuing the average of the Default Ratios for each of the three consecutive calendar months then most recently ended shall exceed 2.50%. (beyond any applicable grace periode) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either The Originator (i) the surrender of the related collateral shall fail to perform or observe any term, covenant or agreement contained in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunderother Transaction Document, or (ii) shall for any reason cease to transfer, or cease to have the deficiency amount under such repurchase agreement legal capacity or series otherwise be incapable of repurchase agreements after application of collateral proceeds with respect transferring, Receivables to the sale or liquidation of Seller, as purchaser under the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees toSale Agreement, or otherwise permits to occur, any amendment, modification, change, supplement "Event of Default" or rescission "Potential Event of or to Default" shall occur under the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO Asset; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup Servicer) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Sale Agreement.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including including, without limitation limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be madewhich continues unremedied for a period of two Business Days; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) and the same continues unremedied for a period of 10 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $5,000,000, individually or in the aggregate, or (B) duly to observe the occurrence of any event or perform its obligations under Section 5.4(o) condition that has resulted in the acceleration of such recourse debt or Section 6.4(j)other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (f) [Reserved] (g) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.18(g)) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent or the other Secured Parties, without the prior written consent of the Administrative Agent which amendment shall remain in effect for a period of ten Business Days after notice thereof is delivered to the Administrative Agent (which notice has been delivered within seven days after the effectiveness of such amendment) and the Administrative Agent shall not have delivered a written consent thereto during such ten Business Day period; provided, however, that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (h) the Company or an Affiliate thereof shall cease to be the Servicer; (i) the occurrence or existence of any change with respect to the Servicer which has a Material Adverse Effect; (j) the Company fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by (i) 80% of the proceeds of any equity offerings of the Company consummated after the Closing Date, and (ii) 50% of cumulative positive net income earned by the Company after the Closing Date; (k) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (l) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, which has a Material Adverse Effect on the Administrative Agent or the Secured Parties and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (em) an Insolvency Event shall occur with respect to the Servicer[Reserved]; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (gn) any financial or other information reasonably requested by the Administrative Agent Agent, the Liquidity Bank or any Purchaser the Lender is not provided as requested within a reasonable amount of time following such request; (ho) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $10,000,0007,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (ip) any change in the management of the Servicer (whether by resignation, termination, disability, death or lack of day to day management) which would result in the failure of at least three of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to provide active and material participation in the Servicer to make any payment due with respect to any recourse debt or other obligationsServicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or no later than 60 days after the occurrence of any event or condition that would at such time permit acceleration of such recourse debt or other obligations; (j) CapitalSource Inc.’s Consolidated Tangible Net Worth specified above is less than the TNW Test Level; (k) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed not cured by the Seller and the Administrative Agent)Servicer hiring or appointing an existing employee who is a reputable, and at such time such event permits the lender or holder of rights thereunder experienced individual reasonably satisfactory to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either (i) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent to replace the Person who is no longer actively participating in the management of the Servicer or the Secured Parties, without the prior written consent of which is not waived in writing by the Administrative Agent; orprovided, however, that time relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of day to day management or failure to provide active and material participation in the Servicer’s daily activities; (nq) any change in the control of the Servicer fails (that takes the form of either a merger or fails to cause the related REO Asset Owner) in any material respect to consolidation that does not comply with the provisions herein relating to the servicing and administering of any REO AssetSection 5.5(b); (r) [Reserved] (s) [Reserved]; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup ServicerTrustee) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Defaults. If any one of the following events (a “Servicer Default”) shall occur and be continuing: (a) any failure by the Servicer to make any payment, transfer or deposit into the Collection Account (including including, without limitation limitation, with respect to bifurcation and remittance of Collections) as required by this Agreement on the date such payment, transfer or deposit is required to be madewhich continues unremedied for a period of two Business Days; (b) any failure by the Servicer to give instructions or notice to the Administrative Agent as required by this Agreement, or to deliver any required Monthly Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such instruction, notice or report is required to be made or given, as the case may be, under the terms of this Agreement; (c) any failure on the part of the Servicer (A) duly to observe or perform in any material respect any other covenants or agreements of the Servicer set forth in this Agreement or the other Transaction Documents to which the Servicer is a party (including, without limitation, any material delegation of the Servicer’s duties that is not permitted by Section 6.1) and the same continues unremedied for a period of 10 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (c) the failure of the Servicer to make any payment when due (after giving effect to any related grace period) with respect to any recourse debt or other obligations, which debt or other obligations are in excess of United States $5,000,000, individually or in the aggregate, or (B) duly to observe the occurrence of any event or perform its obligations under Section 5.4(o) condition that has resulted in the acceleration of such recourse debt or Section 6.4(j)other obligations, whether or not waived; (d) an Insolvency Event shall occur with respect to the Servicer; (e) the Servicer fails in any material respect to comply with the Credit and Collection Policy and the Servicing Standard regarding the servicing of the Collateral and the same continues unremedied for a period of 30 days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer acquires knowledge thereof; (f) as of any Determination Date, the Average Portfolio Charged-Off Ratio exceeds 3.5%; (g) the Servicer consents or agrees to, or otherwise permits to occur, under circumstances in which the Servicer could have reasonably prevented the occurrence thereof, any material amendment, modification, change, supplement or rescission (any of the foregoing an “amendment” for purposes of this Section 6.18(g)) of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could have a Material Adverse Effect on the Collateral, the Administrative Agent or the other Secured Parties, without the prior written consent of the Administrative Agent which amendment shall remain in effect for a period of ten Business Days after notice thereof is delivered to the Administrative Agent (which notice has been delivered within seven days after the effectiveness of such amendment) and the Administrative Agent shall not have delivered a written consent thereto during such ten Business Day period; provided, however, that such prior written consent shall not be required in the case of an amendment which was mandated by any Applicable Law or Governmental Authority; (h) the Company or an Affiliate thereof shall cease to be the Servicer; (i) the occurrence or existence of any change with respect to the Servicer which has a Material Adverse Effect; (j) the Company fails to maintain the aggregate of its GAAP stockholders’ equity and subscribed stockholders’ equity in an amount equal to at least 80% of the initial committed equity, as increased by (i) 80% of the proceeds of any equity offerings of the Company consummated after the Closing Date, and (ii) 50% of cumulative positive net income earned by the Company after the Closing Date; (k) any failure by the Servicer to deliver any required Servicing Report or other Required Reports hereunder on or before the date occurring two Business Days after the date such report is required to be made or given, as the case may be, under the terms of this Agreement; (l) any representation, warranty or certification made by the Servicer in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made, which has a Material Adverse Effect on the Administrative Agent or the Secured Parties and which (if capable of being cured without any adverse impact on the Purchasers or the collectibility of the Assets) continues to be unremedied for a period of 10 30 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent or the Trustee and (ii) the date on which a Responsible Officer of the Servicer becomes aware acquires knowledge thereof; (em) an Insolvency Event shall occur with respect to the Servicer[Reserved]; (f) any material delegation of the Servicer’s duties that is not permitted by Section 6.1; (gn) any financial or other information reasonably requested by the Administrative Agent Agent, the Liquidity Bank or any Purchaser the Lender is not provided as requested within a reasonable amount of time following such request; (ho) the rendering against the Servicer of one or more final judgments, decrees or orders for the payment of money in excess of United States $10,000,0007,500,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (ip) any change in the failure management of the Servicer (whether by resignation, termination, disability, death or lack of day to make any payment due with respect day management) relating to any recourse debt four of ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇▇▇, or other obligationsany failure by any four of the aforementioned Persons to provide active and material participation in the Servicer’s daily activities including, but not limited to, general management, underwriting, and the credit approval process and credit monitoring activities, which debt or other obligations are in excess of $10,000,000, individually or in the aggregate, or no later than 60 days after the occurrence of any event specified above is not cured by the Servicer hiring a reputable, experienced individual reasonably satisfactory to the Administrative Agent to replace the Person who is no longer actively participating in the management of the Servicer or condition which is not waived in writing by the Administrative Agent; provided, however, that would at such time permit acceleration relating to an individual’s vacation within the Servicer’s employee policy and customary industry standards shall not constitute lack of such recourse debt day to day management or other obligationsfailure to provide active and material participation in the Servicer’s daily activities; (jq) CapitalSource Inc.’s Consolidated Tangible Net Worth is less than any change in the TNW Test Levelcontrol of the Servicer that takes the form of either a merger or consolidation that does not comply with the provisions of Section 5.5(b); (kr) a payment default or other default, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or the Subservicing Agreement with respect JPMorgan FCS Corp. ceases to any repurchase agreement, securitization or any other facility providing indebtedness be in effect for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to 90 days during such time as mutually agreed by the Seller it is required to be in effect hereunder, and such Subservicing Agreement is not replaced with subservicing arrangements satisfactory to the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunderAgent in its sole discretion; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured with the effect of being considered not to have occurred, to the extent that either or (is) the surrender unpaid outstanding face amount of the related collateral in whole to (or liquidation $100,000,000 Delayed Draw Extendible Senior Secured Notes due 2008 of the related collateral in whole byCompany (the “Fortress Notes”) the repo counterparty under such repurchase agreement (by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction has been declared due and payable in full following the occurrence of the obligations an event of CapitalSource Inc. and its Subsidiaries thereunder, or (ii) the deficiency amount under such repurchase agreement or series of repurchase agreements after application of collateral proceeds default with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateral; or (m) the Servicer consents or agrees to, or otherwise permits to occur, any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agent; or (n) the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering of any REO AssetFortress Notes; then notwithstanding anything herein to the contrary, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below), the Administrative Agent, by written notice to the Servicer (with a copy to the Backup ServicerTrustee) (a “Servicer Termination Notice”), may terminate all of the rights and obligations of the Servicer as Servicer under this Agreement.

Servicer Defaults. (a) If any one of the following events (a “----------------- "Servicer Default”") shall occur and be continuing:: ---------------- (ai) any failure by the Servicer to deliver to the Deal Agent or any Managing Agent any information or reports required pursuant to Section 6.01(a), (d), (e) or (f), which continues unremedied for a ---------------------------------- period of five Business Days after such report is due; provided, -------- however, the Servicer shall not be entitled to cure any future failure ------- to deliver any Servicer's Daily Report pursuant to Section 6.01(a) ---------------- after the Servicer shall have received written notice from to the Deal Agent or any Managing Agent to the effect that, in its reasonable good faith judgment and based on information it believes to be reliable, it has determined that the Servicer is no longer able (or, in the future may no longer be able) to discharge its duties effectively under this Credit Agreement or under any of the other Facility Documents to which it is a party; or (ii) any failure (i) by the Servicer to deliver any other information to the Deal Agent or any Managing Agent required pursuant to Section 6.01 (including, without limitation, the failure to deliver ------------ any Settlement Report) on or before the date such information or Settlement Report is required to be given or made under the terms of this Credit Agreement, (ii) by the Servicer or FCI to make any payment, transfer or deposit (including without limitation with respect to Collections) as required by this Agreement on or before the date such payment, transfer or deposit is required to be made; made under the terms of this Credit Agreement or any of the other Facility Documents to which it is a party, and, solely in the case of any such payments which do not constitute payments of principal or interest on the Loans, such failure shall remain unremedied for three Business Days after written notice from the Deal Agent or (biii) any failure by the Servicer to give instructions or notice to the Administrative Deal Agent as required by this Agreement, or any Managing Agent pursuant to deliver any required Monthly Report or other Required Reports hereunder Article IX on or before the date occurring two Business Days after the date such instruction, instruction or ----------- notice or report is required to be made or given, as the case may be, given under the terms of this Credit Agreement;, and such failure shall remain unremedied for five Business Days; or (ciii) any failure on the part of (i) the Servicer (A) or FCI duly to observe or perform in any material respect any other covenants or agreements of the Servicer or FCI set forth in this Credit Agreement or any of the other Transaction Facility Documents to which it is a party, or (ii) if the Servicer is a party FAC, enforce and otherwise pursue any of its rights against FCI under any of the same Facility Documents at the direction of the Deal Agent or any Managing Agent from time to time, which failure continues unremedied for a period of 10 ten days after the earlier to occur of (i) the date on which written notice of such failure thereof, requiring the same to be remedied remedied, shall have been given to the Servicer by the Administrative Agent and (ii) the date on which Deal Agent, or to the Servicer becomes aware thereofand the Collateral Agent by any of the Deal Agent, any Managing Agent or (B) duly any Lender; or the Servicer or FCI shall assign its duties under this Credit Agreement or under any of the other Facility Documents to observe which it is a party, except as permitted in accordance with the terms of Sections -------- 11.02 and 14.04; or perform its obligations under Section 5.4(o) or Section 6.4(j);----- ----- (div) any representation, warranty or certification made by the Servicer or FCI in this Agreement or any Transaction other Facility Document to which it is a party or in any certificate delivered pursuant to this Credit Agreement or any Transaction other Facility Document to which it is a party shall prove to have been incorrect in any material respect when made, and which (if capable of being cured without any adverse impact on the Purchasers made or the collectibility of the Assets) continues deemed to be unremedied for a period of 10 days after the earlier to occur of (i) the date on which written notice of such incorrectness requiring the same to be remedied shall have been given to the Servicer by the Administrative Agent and (ii) the date on which the Servicer becomes aware thereof;made; or (eA) an An Insolvency Event shall occur with respect to any of the Servicer, the Seller, FAC, FCI, any other Originator, or any other Significant Subsidiary of FCI; or (B) any of the Servicer, the Seller, FAC or FCI, or any other Affiliate of FCI, shall take any corporate action to authorize the filing of any such Insolvency Proceeding; (fvi) there shall remain in force, undischarged, unsatisfied, unbonded (or not otherwise fully insured) and unstayed, for more than thirty days, whether or not consecutive, any material delegation final judgment rendered against FAC (if FAC or any Affiliate of FAC is the Servicer’s duties that is ), or against FCI, which, together with any other outstanding final judgments against such Persons which have remained in force, undischarged, unsatisfied, unbonded (or not permitted by Section 6.1;otherwise fully insured) and unstayed, for more than thirty days, exceed, in aggregate, an amount equal to $1,000,000; or (gA) other than in the cases described in clauses (B) and (C) below, the Servicer shall fail to pay any financial principal of or other information reasonably requested premium or interest on any Debt, if the aggregate principal amount of such Debt is $1,000,000 or more, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the Administrative Agent applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any Purchaser other default under any agreement or instrument relating to any such Debt or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or (B) if the Servicer is FCI or an Affiliate of FCI, forty-five (45) days shall have elapsed after the occurrence of an "Event of Default" under the Consolidated Credit Agreement (each such agreement, if terminated, being deemed to be in effect in the form existing immediately prior to termination, for purposes of determining the existence of an "Event of Default" under this paragraph), and such "Event of Default" shall not provided as requested within a reasonable amount have been cured or waived during such forty-five day period, or Fleet (or its agent) shall have otherwise taken any action to accelerate its indebtedness under either such agreement or pursued any other remedy against any obligor or its assets thereunder; or (C) if the Servicer is FCI or an Affiliate of FCI, the occurrence of an "Event of Default" or an event which with the giving of notice or lapse of time following such request;or both would constitute an "Event of Default" under the Pledge and Servicing Agreement for the Interval Ownership and Lot Contract Pay-Through Notes (7.58%) Series 1993-A, issued by Fairfield Funding Corporation; or (hviii) the rendering against if the Servicer is FAC or an Affiliate of one or more final judgmentsFAC, decrees or orders for the payment of money in excess of $10,000,000, individually or in the aggregate, and the continuance of such judgment, decree or order unsatisfied and in effect for any period of more than 60 consecutive days without a stay of execution; (i) the failure of the Servicer to make any payment due with respect to any recourse debt or other obligations, which debt or other obligations are in excess of $10,000,000, individually or in the aggregateFCI, or the Borrower, the occurrence of any event Event of Default; or (ix) any of the Collateral Agent, the Deal Agent, any Managing Agent or condition any Lender (A) shall receive notice from the Servicer that would at such time permit acceleration the Servicer is no longer able to discharge its duties under this Agreement or (B) shall determine, in their respective reasonable judgment and based upon published reports (including wire services), which they reasonably believe in good faith to be reliable, that the Servicer or, for as long as FAC is the Servicer, FCI has ceased to conduct its business in the ordinary course; or (x) the Servicer shall fail to materially comply with the Credit Standards and Collection Policies in the performance of such recourse debt or other obligationsits duties hereunder; (jxi) CapitalSource Inc.’s the minimum Consolidated Tangible Net Worth is shall at any time be less than the TNW Test Level; sum of (kA) $230,000,000 plus (B) on a payment default or other defaultcumulative basis, termination event or other similar event has occurred and is continuing (beyond any applicable grace period) under any Other CapitalSource Facilities or under or with respect to any repurchase agreement, securitization or any other facility providing indebtedness 60% of positive Consolidated Net Income for borrowed money, in each case, in an amount greater than $10,000,000 to or for the benefit of CapitalSource Inc. or any of its Subsidiaries (except for those securitizations or other facilities listed on Schedule VII, as the same may be updated from time to time as mutually agreed by the Seller and the Administrative Agent), and at such time such event permits the lender or holder of rights thereunder to terminate commitments, accelerate the obligations owing thereunder or otherwise exercise remedies thereunder; provided that a Servicer Default arising as a result of a default, termination event, margin call or other similar event with respect to a repurchase agreement or series of repurchase agreements shall be deemed to be cured fiscal quarter beginning with the effect fiscal quarter ended June 30, 2000, plus (C) 100% of being considered not to have occurred, to the extent that either proceeds of any sale by FCI of (ix) the surrender of the related collateral in whole to (or liquidation of the related collateral in whole by) the repo counterparty under such repurchase agreement (equity securities issued by itself or together with any payments made, or additional collateral provided to, the repo counterparty) constitutes satisfaction in full of the obligations of CapitalSource Inc. and its Subsidiaries thereunderFCI, or (iiy) the deficiency amount under such repurchase agreement warrants or series of repurchase agreements after application of collateral proceeds with respect to the sale or liquidation of the related collateral is less than $10,000,000; (l) the Servicer fails in any material respect to comply with the Credit and Collection Policy regarding the servicing of the Collateralsubscription rights for equity securities issued by FCI; or (mxii) the Servicer consents or agrees to, or otherwise permits ratio of Consolidated Total Liabilities to occur, Consolidated Tangible Net Worth shall exceed 2.25 to 1 at any amendment, modification, change, supplement or rescission of or to the Credit and Collection Policy (after the adoption of same) in whole or in part that could be reasonably expected to have a Material Adverse Effect upon the Collateral, the Administrative Agent or the Secured Parties, without the prior written consent of the Administrative Agenttime; or (nxiii) as of the Servicer fails (or fails to cause the related REO Asset Owner) in any material respect to comply with the provisions herein relating to the servicing and administering last day of any REO Assetfiscal quarter, the ratio of Consolidated Earnings Before Interest and Taxes to Consolidated Total Revenue for the period of four consecutive fiscal quarters ended on such date shall be less than 12.5%; then notwithstanding anything herein to the contraryThen, so long as any such Servicer Default shall not have been remedied within any applicable cure period prior to the date of the Servicer Termination Notice (defined below)remedied, the Administrative Agent, Deal Agent by written notice given in writing to the Servicer (with a copy to the Backup Servicer) (a “"Servicer -------- Termination Notice”"), may at the request and shall at the direction of the ------------------ Required Managing Agents, terminate all of the rights and obligations of the Servicer as Servicer under this Agreement (such termination being herein called a "Servicer Transfer"). After receipt by the Servicer of such ----------------- Termination Notice, all authority and power of the Servicer under this Agreement shall pass to and be vested Successor Servicer appointed pursuant to Section 11.02; and, without limitation, the Deal Agent is hereby -------------- authorized and empowered (upon the failure of the Servicer to cooperate) to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments upon the failure of the Servicer to execute or deliver such documents or instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. (b) If at any time Bank One shall (i) cease to be a party to the Consolidated Credit Agreement or (ii) fail to agree to any waiver or amendment to the Consolidated Credit Agreement, then the failure to satisfy any one of the financial covenants set forth in Section 10 of the Consolidated Credit Agreement ---------- shall be a Servicer Default hereunder, with the same force and effect, as if set forth in this Section 11.01 in its entirety. ------------- (c) The Servicer agrees to cooperate with the Deal Agent and such Successor Servicer in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing hereunder, including, without limitation, the transfer to such Successor Servicer of all authority of the Servicer to service the Pledged Contracts provided for under this Agreement, including, without limitation, all authority over any Collections which shall on the date of transfer be held by the Servicer for deposit or withdrawal in a Lock-Box Account or the Collection Account or which shall thereafter be received by the Servicer with respect to the Pledged Contracts, and in assisting the Successor Servicer in enforcing all rights under this Agreement including, without limitation, allowing the Successor Servicer's personnel access to the Servicer's premises for the purpose of collecting payments on the Pledged Contracts made at such premises. The Servicer shall promptly transfer its electronic records relating to the Pledged Contracts to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and shall promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Pledged Contracts in the manner and at such times as the Successor Servicer shall reasonably request. The Servicer shall allow the Successor Servicer access to the Servicer's officers and employees. To the extent that compliance with this Section 11.01 shall require the Servicer to disclose to the Successor -------------- Servicer information of any kind which the Servicer reasonably deems to be confidential, the Successor Servicer shall be required to enter into such customary licensing and confidentiality agreements as the Servicer shall deem necessary to protect its interest and as shall be satisfactory in form and substance to the Successor Servicer. The Servicer hereby consents to the entry against it of an order for preliminary, temporary or permanent injunctive relief by any court of competent jurisdiction, to ensure compliance by the Servicer with the provisions of this paragraph.