Common use of Default Remedies Clause in Contracts

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentAgent, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith to enter upon any Property (or any other place where any component of any Property is located at such time) without charge, if an and take possession of all or any portion of the Trust Property, and to re-let the Trust Property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Agent may proceed by an action at law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) The Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein.

Default Remedies. A “Default” shall exist if any of the following occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Notes, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of an Event of a Default, without the Lender shall be entitled to declare any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived the amounts owed by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in Company under the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately Notes due and payable, both without any action by Bank whereupon they immediately will become due and payable without presentment, demand, protest, notice of or protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, kind (all of which are hereby expressly waived, notwithstanding anything contained herein to waived by the contraryCompany).

Default Remedies. A “Default” shall exist if any of the following occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of an Event of a Default, without the Lender shall be entitled to declare any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived the amounts owed by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in Company under the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately Note due and payable, both without any action by Bank whereupon they immediately will become due and payable without presentment, demand, protest, notice of or protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, kind (all of which are hereby expressly waived, notwithstanding anything contained herein to waived by the contraryCompany).

Default Remedies. A "Default" shall exist if any of the ----------------- following occurs and is not remedied (i) in the case of events described in clause (a) below, within 15 days after notice from the Lender to the Company thereof, and (ii) in the case of events described in clauses (b) through (h) below or elsewhere in this Agreement, within 30 days after notice from the Lender to the Company thereof: (a) failure of the Company punctually to make any payment of any amount payable under the Note, whether at maturity, or at a date fixed for any prepayment or partial prepayment, or by acceleration, or otherwise; (b) any statement, representation, or warranty of the Company made in this Agreement shall be false or misleading in any material respect as of the date made; (c) failure of the Company punctually and fully to comply with any of its covenants in this Agreement; (d) if the Company becomes insolvent as defined in the Georgia Uniform Commercial Code or makes an assignment for the benefit of creditors; or if any action is brought by the Company seeking dissolution of the Company or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver, or other custodian for any of its property; or if the Company commences a voluntary case under the Federal Bankruptcy Code; or if any reorganization or arrangement proceeding is instituted by the Company for the settlement, readjustment, composition or extension of any of its debts upon any terms; or if any action or petition is otherwise brought by the Company seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; (e) the Company is in default on indebtedness to another person, the amount of such indebtedness exceeds $250,000 and the acceleration of the maturity of such indebtedness would have a material adverse effect upon the Company; or (f) a sale of all or substantially all of the assets of the Company unless waived in writing by the Lender. Upon the occurrence of an Event of a Default, without the Lender shall be entitled to declare any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived the amounts owed by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in Company under the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately Note due and payable, both without any action by Bank whereupon they immediately will become due and payable without presentment, demand, protest, notice of or protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, kind (all of which are hereby expressly waived, notwithstanding anything contained herein to waived by the contraryCompany).

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentAgent, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith to enter upon any Property (or any other place where any component of any Property is located at such time) without charge, if an and take possession of all or any portion of the Trust Property, and to re–let the Trust Property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Agent may proceed by an action at Law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) To the extent permitted by applicable Law, the Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein.

Default Remedies. (a) Notwithstanding any provision of any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled “EVENTS OF DEFAULT,” Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled “EVENTS OF DEFAULT,” the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity. (b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion: (i) without being required to give any prior notice to Pledgor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and (ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Pledgor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor. Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Pledgor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Pledgor requests in writing, without but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any presentmentright with respect to Collateral against prior parties, demandor to do any act with respect to preservation of Collateral not so requested by Pledgor, protest, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of protest and nonpaymentsale shall be required to be given by law, or other Secured Party shall give Pledgor at least ten days’ written notice of any kindsuch public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, all regardless of which are hereby expressly waived by Seller, Bank the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in its sole case any such purchaser shall fail to take up and absolute discretionpay for the Collateral so sold; in the case of any such failure, immediately: (a) terminate or suspend Seller’s right hereunder such Collateral may be sold again upon like notice. As an alternative to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to exercising the power of attorney sale herein conferred to Bank upon it, Secured Party may proceed by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or suit at law or in equityequity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Notwithstanding Except as and if otherwise required by law, any proceeds of the foregoingCollateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Pledgor. (c) Secured Party may, if an by written notice to Pledgor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in Sections 9.1(eany such notice. In the case of any such waiver, Secured Party and Pledgor shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law. (d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or (f) occursrefrain from taking action, fees and shall distribute proceeds of Collateral and other sums due amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall become automatically from time to time agree. Except as and immediately due if required by law Pledgor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent Lender as to accelerate, or Secured Party’s acting as collateral agent for any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryLender.

Default Remedies. (a) Notwithstanding any provision of any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled “EVENTS OF DEFAULT,” Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled “EVENTS OF DEFAULT,” the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity. (b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion: (i) without being required to give any prior notice to Debtor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and (ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Debtor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Debtor. Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Debtor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Debtor requests in writing, without but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any presentmentright with respect to Collateral against prior parties, demandor to do any act with respect to preservation of Collateral not so requested by Debtor, protest, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of protest and nonpaymentsale shall be required to be given by law, or other Secured Party shall give Debtor at least ten days’ written notice of any kindsuch public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, all regardless of which are hereby expressly waived by Seller, Bank the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in its sole case any such purchaser shall fail to take up and absolute discretionpay for the Collateral so sold; in the case of any such failure, immediately: (a) terminate or suspend Seller’s right hereunder such Collateral may be sold again upon like notice. As an alternative to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to exercising the power of attorney sale herein conferred to Bank upon it, Secured Party may proceed by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or suit at law or in equityequity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Notwithstanding Except as and if otherwise required by law, any proceeds of the foregoingCollateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Debtor. (c) Secured Party may, if an by written notice to Debtor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in Sections 9.1(eany such notice. In the case of any such waiver, Secured Party and Debtor shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law. (d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or (f) occursrefrain from taking action, fees and shall distribute proceeds of Collateral and other sums due amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall become automatically from time to time agree. Except as and immediately due if required by law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent Lender as to accelerate, or Secured Party’s acting as collateral agent for any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryLender.

Default Remedies. Upon Each of the occurrence of following is an “Event of Default” under this Agreement when continuing ten (10) business days’ after written notice is delivered to Debtor: (i) default shall be made in the payment of the Obligations, without when due, and not cured following written notice; (ii) the Debtor shall make an assignment for the benefit of its creditors or shall file or commence or have filed or commenced against it any presentmentproceeding for any relief under any bankruptcy or insolvency law or any law or laws relating to the relief of debtors, demandreadjustment of indebtedness, protestreorganizations, notice of protest and nonpaymentcompositions or extensions, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate a receiver or suspend Seller’s right hereunder to submit any Request to Bank trustee shall be appointed for Bank to purchase Participation Intereststhe undersigned; (biii) pursuant the liquidation, dissolution, merger or consolidation of Debtor (except where provision is made in any such transaction for the Secured Party to the power of attorney conferred to Bank by Seller be paid any remaining Principal Amount and accrued but unpaid Interest thereon in connection with this Agreement any such transaction); or (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after iv) the occurrence of an Event of Default specified in Sections 9.1(e) or (f))under the Note, sell in a recognized market (or otherwise in a commercially reasonable manner) at THEN, upon the occurrence of any such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) Default, or (f) occursupon the Maturity Date, Secured Party at its election, may declare the entire outstanding balance of Principal Amount and accrued but unpaid Interest, late charges, fees and other sums due hereunder shall become automatically and costs thereon immediately due and payable, both without any action by Bank and without presentmenttogether with all costs of collection, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerateincluding reasonable attorneys’ fees, or may exercise upon or enforce its rights in the Collateral, as set forth herein or under applicable law. (a) If an Event of Default shall occur, then, in each and every such case, Secured Party may at any other notice time thereafter exercise and/or enforce any of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.following rights and remedies at Secured Party’s option:

Default Remedies. Upon (a) In the occurrence event a Development Default shall exist or occur Newco may: (i) terminate its obligations under this Agreement in respect of an Event of Defaultthe Development Loan and cease to make any further advances under Section 1.1 and Section 2.1, and shall have the right to declare the Development Note due and payable in full, without any demand, presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, ; (ii) in its sole and absolute discretion, immediately: (a) terminate exercise any one or suspend Seller’s right hereunder more of the rights and remedies accruing to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant a secured party under the Uniform Commercial Code in respect of the Development Note with respect to the power of attorney conferred to Bank by Seller in connection with this Agreement (Collateral and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined applicable law upon default by Bank; a debtor; (ciii) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or the other Warehouse Document; and/or Security Instruments in respect of the Development Loan; (div) exercise all or a portion of the Option; provided, however, that in the case of any other right event or remedy otherwise available condition described in Section 10.1(g) with respect to Bank the Company or any Subsidiary, Newco's obligations under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding shall automatically terminate forthwith and all amounts owed by the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees Company hereunder and other sums due hereunder under the Development Note shall automatically become automatically and immediately due and payable, both payable without any action by Bank and without presentmentnotice, demand, presentment, protest, diligence, notice of protest and nonpayment, notice of acceleration or of intent to acceleratedishonor, or any other notice of any kindformality, all of which are hereby expressly waived. (b) In connection with the exercise of Newco's rights and remedies provided in Section 10.2(a)(ii), notwithstanding anything contained herein the Company hereby agrees to assemble the Collateral and make it available to Newco at a place to be designated by Newco which is reasonably convenient to both parties, authorizes Newco to take possession of the Collateral with or without demand and with or without process of law and to sell and dispose of the same at public or private sale and to apply the proceeds of such sale to the contrarycosts and expenses thereof (including reasonable attorneys' fees and disbursements actually incurred by Newco) and then to the payment and satisfaction of the Development Loan. Any requirement of reasonable notice shall be met if Newco sends such notice to the Company, by registered or certified mail, at least ten days prior to the date of sale, disposition, or other event giving rise to a required notice. Newco may be the purchaser at any such sale. The Company expressly authorizes such sale or sales of the Collateral in advance of and to the exclusion of any sale or sales of or other realization upon any other collateral securing the Development Loan. Newco shall have no obligation to preserve rights against prior parties. The Company hereby waives as to Newco any right of subrogation or marshaling of such Collateral and any other collateral for the Development Loan. To this end, the Company hereby expressly agrees that any such collateral or other security of the Company or any other party which Newco may hold, or which may come to any of them or any of their possession, may be dealt with in all respects and particulars as though this Agreement were not in existence. The parties hereto further agree that public sale of the Collateral by auction conducted in any county in which any Collateral is located or in which Newco or the Company does business after advertisement of the time and place thereof shall, among other manners of public and private sale, be deemed to be a commercially reasonable disposition of the Collateral. The Company shall be liable for any deficiency remaining after disposition of the Collateral. Newco agrees and acknowledges that there are different defaults for (i) the Refinancing Loan and (ii) the Development Loan and that it is possible for one of the loans to be in default while the other is not. Consequently, the rights and remedies of Newco hereunder with respect to the Collateral are limited to the amount of the obligations that are the subject of the default. (c) In the event of a Refinancing Default (as hereinafter defined), and only in such event, Newco may declare the Refinancing Loan due and payable or exercise rights equivalent to those in Section 10.2(a)(i), (ii) or (iii). For purposes of this Agreement, a "Refinancing Default" shall mean:

Default Remedies. Upon (a) The Company shall be in default under this Note upon the occurrence happening of any condition or event set forth below (each, an “Event of Default, without ”): (i) the Company’s failure to make any presentment, demand, protest, notice payment of protest principal or interest as and nonpayment, or other notice when due in accordance with the terms of this Note and the Purchase Agreement; (ii) any default by the Company in the performance of any kindother material obligation, all of which are hereby expressly waived covenant, term or provision contained in this Note or the Purchase Agreement; (iii) any representation or warranty made by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller Company in connection with this Agreement Note or to induce the holder of this Note to make a loan to the Company (and in reliance of Section 10.18 including but not limited to those made in the event that Bank exercises Purchase Agreement) proves to have been false in any material respect when made; or (iv) the following remedy after Company’s dissolution or termination of existence; the appointment of a receiver of all or any part of the property of the Company; an assignment for the benefit of creditors by the Company; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company or any guarantor, surety or endorser for the Company which results in the entry of an order for relief or which remains undismissed, undischarged or unbonded for a period of 90 days or more. (b) The entire unpaid principal balance of this Note and all accrued interest on such unpaid principal balance shall immediately be due and payable at the option of the holder of this Note upon the occurrence of any one or more of the Events of Default if, in the case of an Event of Default specified in Sections 9.1(edescribed under Section 5(a)(i), (ii) or (f))iii) above, sell such Event of Default shall continue unremedied for a period of 5 days after notice thereof from the holder of this Note, and in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest the case of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(edescribed under Section 5(a)(iv) or (f) occursabove, fees and other sums due hereunder shall become automatically and immediately due and payable, both without at any action by Bank and without presentment, demand, protest, notice time after the occurrence of protest and nonpayment, notice such Event of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryDefault.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in In the event that Bank exercises the following remedy after Buyer shall breach this Agreements by failure to pay the occurrence of an Event of Default specified in Sections 9.1(e) or (f))sums required herein, sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and shall not have breached any of its representations, warranties, covenants or obligations, the Seller, upon 5 days written notice to any or all Participated Mortgage Loans and apply Buyer, shall have the proceeds thereof right to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with terminate this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement seek specific enforcement, damages or such other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available relief as it may elect, including to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding declare the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and entire unpaid balance immediately due and payable, both without any action retake possession of all property transferred by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to acceleratethis Agreement, or any other one or more of the above, and shall have the right and option to bring any action at law or equity to enforce the terms of this Agreement, and seek restitution or damages, if said sum is not paid within five (5) days of Buyer's receipt of a notice to that effect sent by Seller. In the event that either party shall otherwise substantially fail to comply with the terms, conditions, warranties, or representations of any kindthis Agreement, all excluding the timely payment of which are hereby expressly waivedsums as referred to in the paragraph immediately above, notwithstanding anything contained herein and said failure to comply is not cured within thirty (30) days of written notice by one party to the contraryother setting forth said failure to comply, or if either party shall be adjudicated bankrupt or if any proceeding against either seeking any reorganization, arrangement, liquidation, dissolution, or other similar relief under the present or any future federal bankruptcy code shall remain undismissed or unstayed for an aggregate of sixty (60) days, then in such event, a default may be declared by the party not in breach etc., in written notice to the other, and the non-breaching party may declare the entire unpaid balance due hereunder immediately due and payable, retake possession of all property transferred by this Agreement, or any one or more of the above, and shall have the right and option to bring an action at law or equity to enforce the terms of this Agreement, and seek restitution, damages and specific performance.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentAgent, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith to enter upon any Trust Property (or any other place where any component of any Trust Property is located at such time) without charge, if an and take possession of all or any portion of the Trust Property, and to sell, re-let or otherwise dispossess itself of the Trust Property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Agent may proceed by an action at law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) The Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein.

Default Remedies. (a) The entire unpaid principal of this Note and the interest then accrued on this Note shall become and be immediately due and payable, upon written demand of Firebird, or at the option of Firebird, in its sole discretion, convertible in accordance with Section 1(a) hereof, in either case without any other notice or demand of any kind or any presentment or protest, if any one of the following events occurs and be continuing at the time of such demand: (i) If the Offering has not closed on or before the maturity date hereof and AVAX fails to pay the principal amount of and all accrued interest on this Note on the maturity date hereof; or (ii) If AVAX defaults in the performance of any other obligation under this Note or the Agreement, and such default continues for ten (10) days after notice thereof by Firebird hereof to AVAX; or (iii) If AVAX (i) makes an assignment for the benefit of creditors, (ii) applies for, consents to, acquiesces in, files a petition seeking or admits (by answer, default or otherwise) the material allegations of a petition filed against it seeking the appointment of a trustee, receiver or liquidator, in bankruptcy or otherwise, of itself or of all or a substantial portion of its assets, or a reorganization, arrangement with creditors or other remedy, relief or adjudication available to or against a bankrupt, insolvent or debtor under any bankruptcy or insolvency law or any law affecting the rights of creditors generally, or (iii) admits in writing its inability to pay its debts generally as they become due; or (iv) If an order for relief shall have been entered by a bankruptcy court or if a decree, order or judgment shall have been entered adjudging AVAX insolvent, or appointing a receiver, liquidator, custodian or trustee, in bankruptcy or otherwise, for it or for all or a substantial portion of its assets, or approving the winding-up or liquidation of its affairs on the grounds of insolvency or nonpayment of debts, and such order for relief, decree, order or judgment shall remain undischarged or unstayed for a period of sixty (60) days; or (v) If any substantial part of the property of AVAX is sequestered or attached and is not returned to the possession of AVAX or released from such attachment within sixty (60) days. (b) Upon the occurrence and during the continuance of a default under this section, AVAX and the IP Sub each agrees to deliver each item of Collateral to Firebird on demand, and it is agreed that Firebird shall have the right to take any of or all the following actions at the same or different times to the extent permitted by applicable law: (i) on demand, to cause the security interest to become an Event assignment, transfer and conveyance of Defaultany of or all Collateral by the AVAX or by the IP Sub, as applicable, to Firebird, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any Collateral throughout the world on such terms and conditions and in such manner as Firebird shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained) and (ii) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, AVAX and the IP Sub each agrees that Firebird shall have the right to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as Firebird shall deem appropriate. Firebird shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale Firebird shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of AVAX or the IP Sub, and AVAX and the IP Sub each hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which AVAX or the IP Sub now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Firebird shall give AVAX or the IP Sub, as applicable, 10 days’ written notice (which AVAX and the IP Sub each agrees is reasonable notice within the meaning of the Uniform Commercial Code in effect from time to time in Delaware or its equivalent in other jurisdictions) of Firebird’s intention to make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as Firebird may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as Firebird may (in its sole and absolute discretion) determine. Firebird shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. Firebird may, without notice or publication, adjourn any presentmentpublic or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, demandand such sale may, protestwithout further notice, notice be made at the time and place to which the same was so adjourned. In case any sale of protest all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Firebird until the sale price is paid by the purchaser or purchasers thereof, but Firebird shall not incur any liability in case any such purchaser or purchasers shall fail to take up and nonpaymentpay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or private) sale made pursuant to this Agreement, Firebird may bid for or purchase, free from any right of redemption, stay, valuation or appraisal on the part of AVAX or the IP Sub (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to Firebird from AVAX or the IP Sub as a credit against the purchase price, and Firebird may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to AVAX or to the IP Sub therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; Firebird shall be free to carry out such sale pursuant to such agreement and AVAX and the IP Sub shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Firebird shall have entered into such an agreement all defaults shall have been remedied and the obligations hereunder paid in full. As an alternative to exercising the power of sale herein conferred upon it, Firebird may proceed by a suit or suits at law or in equity to foreclose under this Note and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this subsection shall be deemed to conform to the commercially reasonable standards as provided in the Uniform Commercial Code in effect from time to time in Delaware or its equivalent in other jurisdictions. (c) Firebird shall apply the proceeds of any collection, sale, foreclosure or other notice realization upon any Collateral, including any Collateral consisting of any kind, all of which are hereby expressly waived by Seller, Bank maycash, in its sole and absolute discretion. Firebird shall have sole and absolute discretion as to the time of application of any such proceeds, immediately: moneys or balances in accordance with this Note. Upon any sale of Collateral by Firebird (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) including pursuant to the a power of attorney conferred to Bank sale granted by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) statute or (f)under a judicial proceeding), sell in the receipt of Firebird or of the officer making the sale shall be a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof sufficient discharge to the aggregate outstanding Advances made by Bank purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Firebird or such officer or be answerable in connection with such Participated Mortgage Loans and any way for the misapplication thereof. (d) For the purpose of enabling Firebird to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreementthis Agreement at such time as Firebird shall be lawfully entitled to exercise such rights and remedies, Guaranty Agreement AVAX and the IP Sub each hereby grants to Firebird an irrevocable, nonexclusive license (exercisable without payment of royalty or other Warehouse Document; and/or (d) exercise any other right compensation to AVAX or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryIP Sub), to use, license or sublicense any of the Collateral now owned or hereafter acquired by AVAX or by the IP Sub, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by Firebird may be exercised, at the option of Firebird, only upon the occurrence and during the continuation of a default; provided, however, that any license, sublicense or other transaction entered into by Firebird in accordance herewith shall be binding upon AVAX and the IP Sub notwithstanding any subsequent cure of an default.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right rights hereunder to submit any Request to Bank for request Bank to purchase Participation Interests, “suspend” Seller’s rights hereunder to request Bank to purchase Participation Interests, and/or exercise Bank’s other rights and remedies hereunder; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections Section 9.1(e) or (fSection 9.1(f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans in which Bank then holds Participation Interests and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans for purchase the Participation Interests and to any other amounts payable owing to Bank in connection with this Agreement or any the other Warehouse DocumentDocuments, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement any other Warehouse Document or other Warehouse Documentdocument or instrument executed in connection with this Agreement; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Without limiting the generality of the foregoing, upon the occurrence of an Event of Default as specified in Section 9.1(k) or Section 9.1(l), Bank may demand that either: (a) Seller shall take immediate action to promptly locate a new Investor acceptable to Bank and/or obtain a new Firm Commitment from such Investor; or (b) Seller repurchase the Participation Interest in the Mortgage Loans which are affected by such Sections. Notwithstanding the foregoing, if an Event of Default specified in Sections Section 9.1(e) or (fSection 9.1(f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentAgent, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith to enter upon any Property (or any other place where any component of any Property is located at such time) without charge, if an and take possession of all or any portion of the Trust Property, and to re-let the Trust property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Agent may proceed by an action at law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) The Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s 's right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. (a) Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice during the continuance of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(eSection 8.1(a) or (f)through Section 8.1(k), sell in a recognized market the Lender at its option may declare the Note(s) (or otherwise in a commercially reasonable mannerprincipal, interest and other amounts) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts owed to the Lender, including without limitation any accrued but unpaid Revolving Loan Commitment Fee, immediately due and payable to Bank without notice or demand of any kind. Upon the occurrence of any Event of Default specified in connection with this Agreement or Section 8.1(l) through Section 8.1(m), the Note(s) (principal, interest and other amounts) and any other Warehouse Documentamounts owed to the Lender, in such order including without limitation any accrued but unpaid Revolving Loan Commitment Fee, will be immediately and amounts determined by Bank; (c) automatically due and payable without action of any kind on the part of the Lender. Upon the occurrence and during the continuance of any Event of Default, any obligation of the Lender to make any Loan will immediately and automatically terminate without action of any kind on the part of the Lender, and the Lender may exercise its any rights and remedies under any Pledge this Agreement, Guaranty Agreement the Note(s), any related document or other Warehouse Document; and/or instrument (d) exercise including without limitation any other right or remedy otherwise available pertaining to Bank under this Agreement or any other Warehouse Document or collateral), and at law or in equity. Notwithstanding . (b) The Lender may, by written notice to the foregoingBorrower, if an at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which will be for such period and subject to such conditions as are specified in Sections 9.1(e) any such notice. In the case of any such waiver, the Lender and the Borrower will be restored to their former position and rights under this Agreement, and any Event of Default or (f) occursUnmatured Event of Default so waived is deemed to be cured and not continuing; but no such waiver will extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, fees and other sums due hereunder shall become automatically and immediately due and payableno delay in exercising, both without on the part of the Lender of any action by Bank and without presentmentright, demand, protest, notice of protest and nonpayment, notice of acceleration power or of intent to accelerate, or privilege under this Agreement will preclude any other notice or further exercise thereof or the exercise of any kindother right, all power or privilege. The rights and remedies of which the Lender herein provided are hereby expressly waived, notwithstanding anything contained herein to the contrarycumulative and not exclusive of any rights or remedies provided by law.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f))subject to such notice as may be required by applicable law, sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentAgent, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith (subject to the rights of Lessee pursuant to Section 8.14 of the Participation Agreement) to enter upon the Property (or any other place where any component of any Security Assets is located at such time) without charge, if an and take possession of all or any portion of the Security Assets, and to sell, re-let or otherwise dispossess itself of the Security Assets and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Security Assets, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Agent may proceed by an action at law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Security Assets shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) The Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Security Assets or any portion thereof or interest therein.

Default Remedies. Upon (a) The Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default”): (i) The Company’s failure to pay any payment of principal or interest as and when due in accordance with the terms of this Note; (ii) default by the Company in the punctual performance of any other obligation, covenant, term or provision contained in this Note or the default by the Company in any senior indebtedness, and such default shall continue unremedied for a period of 10 days or more following written notice of default by Holder to the Company; (iii) if that certain Stock Purchase Agreement, dated as of August 15, 2019, between the Company, HMTF Merger Sub, Inc., the Holder, and certain stockholders of the Holder (as set forth therein) is terminated for any reason prior to the consummation of the transactions contemplated in such agreement; (iv) if the Company fails to make payment to any payee set forth on Appendix A hereto in the amount set opposite such payee’s name, other than any payment to a payee which Holder has agreed to pay directly as specifically noted on Appendix A, within five (5) business days after Company’s receipt of the principal amount (less the funds which are paid directly by Holder to payees); or (v) the Company’s dissolution, termination of existence, insolvency or business failure; the appointment of a receiver of all or any part of the property of the Company; an assignment for the benefit of creditors by the Company; or the commencement of any proceeding under any bankruptcy or insolvency laws by or against the Company or any guarantor, surety or endorser for the Company which results in the entry of an order for relief or which remains undismissed, undischarged or unbonded for a period of 60 days or more. (b) The entire unpaid principal balance of this Note and all accrued interest on such unpaid principal balance shall immediately be due and payable at the option of the Holder upon the occurrence of an Event any one or more of Default, without the Events of Default and at any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy time after the occurrence of an Event any one or more of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest the Events of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryDefault.

Default Remedies. Upon the 9.1 The occurrence of any one or more of the following shall constitute an Event of Default hereunder: (a) A failure of Borrower to pay the principal of or interest on the Loan as and when the same becomes due and payable in accordance with the terms of this Agreement, and such failure shall continue for a period of five (5) days after receipt of written notice from Lender specifying such failure; provided, however, that Lender shall be obligated to give only one (1) such notice during any calendar year and, after the giving of such one notice, Lender shall be entitled to exercise its remedies upon any subsequent default occurring within such calendar year without any requirement of notice. (b) A failure of Borrower to perform any of the covenants, obligations or agreements contained in this Agreement. (c) Any substantial damage to or destruction of or disappearance of Sonesta Maho shall occur so that, in the reasonable opinion of Lender, it cannot be restored or rebuilt with available funds to a profitable condition within a reasonable period of time (not to exceed 270 days). (d) The liquidation, termination, bankruptcy or dissolution of Borrower. (e) A writ or warrant of attachment or any similar petition shall be issued by any court or other authority against all or any substantial portion of Sonesta Maho. (f) If there shall occur a material adverse change in the assets, liability, financial condition or business operation of Borrower. 9.2 In the event of an occurrence of any Event of Default, Lender shall have the right, at its option, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby demand upon Borrower (except as expressly waived provided for herein or by Seller, Bank may, in its sole and absolute discretion, immediatelyapplicable law) to do the following: (a) terminate or suspend Seller’s right hereunder declare the unpaid balance of the Loan (including all principal thereof and all interest then accrued thereon) to submit any Request to Bank for Bank to purchase Participation Interestsbe immediately due and payable; (b) pursuant to cease further advances under the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by BankLoan; and/or (c) exercise its rights enforce or avail itself of any and all remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under provided in this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryunder applicable laws.

Default Remedies. Upon (a) Company shall be in default under this Note upon the happening of any condition or event set forth below (each, an “Event of Default”): (i) Company’s failure to pay any payment of principal or interest or Fees as and when due in accordance with the terms of this Note; (ii) Company’s failure to perform or comply with any other obligation, covenant, term or provision contained in this Note or in the Securities Purchase Agreement and, if curable, Company has failed to cure such default within 10 days after the occurrence thereof; (iii) any representation made to holder in this Note or in the Securities Purchase Agreement or any financial statement or other information furnished to Holder by or on behalf of Company shall be incorrect in any material respect when made or furnished; (iv) the acceleration of any of the Senior Indebtedness (as defined in the Intercreditor Agreement) or Junior Indebtedness (as defined in the Intercreditor Agreement), or if the Intercreditor Agreement has then terminated in accordance with Section 18(a) of the Intercreditor Agreement, the acceleration of any indebtedness in excess of One Hundred Thousand Dollars ($100,000.00); or (v) Company’s dissolution, termination of existence, insolvency or business failure; the appointment of a receiver of all or any material portion of the assets of Company; an assignment for the benefit of creditors by Company; the commencement of any proceeding under any bankruptcy or insolvency laws by or against Company; or any material portion of the assets of Company is attached or becomes subject to levy or similar judicial proceeding that is not released within 30 days. (b) The entire unpaid principal balance of this Note and all accrued interest on such unpaid principal balance and the Fees shall immediately be due and payable at the option of Holder upon the occurrence of an Event any one or more of Default, without the Events of Default and at any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy time after the occurrence of an Event any one or more of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest the Events of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryDefault.

Default Remedies. Upon the occurrence of (a) If an Event of DefaultDefault described in Section 9.1(g) or 9.1(h) or (i) occurs, the entire outstanding principal amount of the Notes shall automatically become due and payable, without the taking of any action on the part of any holder of the Notes or any other Person and without the giving of any notice with respect thereto. If an Event of Default described in Section 9.1(a), 9.1(b) or 9.1(m) exists, any holder of Notes may, at its option, exercise any right, power or remedy permitted by law, including but not limited to the right by notice to the Company to declare the Notes held by such holder to be immediately due and payable. If any other Event of Default exists, the holder or holders of at least 51% in outstanding principal amount of all Notes (exclusive of Notes owned by the Guarantor, the Company, Subsidiaries and Affiliates) may exercise any right, power or remedy permitted by law, including, but not limited to, the right by notice to the Company to declare all the outstanding Notes immediately due and payable. Upon any such acceleration the principal of the Notes declared due or automatically becoming due shall be immediately payable together with all interest accrued thereon without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein and the Company will immediately pay the greater of (x) the principal of and interest accrued on such Notes and (y) the Makewhole Price applicable at such time to such Notes. (b) No course of dealing or delay or failure on the part of any holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company will pay or reimburse the holders of the Notes, to the contraryextent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys' fees, incurred by them in collecting any sums due on the Notes or in otherwise enforcing any of their rights.

Default Remedies. Upon Each of the occurrence following constitutes an event of << Default >> by Supplier: a) If Supplier fails to comply with any of its obligations under the Agreement after receiving a written notice from Bibby to remedy the default, as required and within the time specified under such notice; b) If Supplier ceases its operations or places itself in a situation where it can no longer effectively fulfill its obligations, in Bibby’s opinion; c) If Supplier becomes insolvent or bankrupt or if proceedings are taken by or against Supplier under the Bankruptcy and Insolvency Act or any other statute or act pertaining to creditor arrangements or if an Event of Defaultadministrator, without any presentment, demand, protest, notice of protest and nonpaymentliquidator, or other notice similar officer is appointed to administer, manage, or carry out the realization in whole or part of Supplier's assets or if arrangements or proceedings are taken by or against Supplier for its dissolution or liquidation; d) If any Goods provided by Supplier are seized and remain under seizure for a period of more than fifteen (15) days if the seizure is not, in ▇▇▇▇▇’s opinion, promptly and in good faith challenged by the appropriate procedures available to Supplier; e) If, in ▇▇▇▇▇’s opinion, Supplier acts in a manner that jeopardizes the fulfillment of its obligations with respect to Goods and Services, as ordered by ▇▇▇▇▇; f) If Supplier fails to pay on time any tax, taxation, assessment, or contribution, direct or indirect, that may be levied or assessed against it, its property, or its business by any authority, including but not limited to income taxes and source deductions, permits, licenses, and other charges (including all interest, penalties, and fines); g) If any statement made by Supplier proves to be false or materially inaccurate on or after the date on which it was made; h) If a legal construction hypothec or other security affects both movable and immovable property of Bibby and Supplier fails, in ▇▇▇▇▇’s opinion, to obtain the discharge with due diligence and in accordance with appropriate legal procedures and means of challenge. Regardless of any kindgrace period that may or will be granted, Supplier will be in default of its obligations under the Agreement by the mere lapse of time without the necessity of any prior notice or demand. On Supplier’s Default, Bibby may immediately, in addition to any other right or remedy it may have at law or in equity: (i) terminate the relationship and/or any pending Orders with Supplier and obtain a return of all money already paid to Supplier for Goods and Services not yet provided, or, at its sole option and without liability to Supplier, suspend Services or delivery of Goods and/or exclude Supplier from Bibby’s premises until Supplier provides satisfactory evidence that such Default has been cured; (ii) finish Services or correct any non-conformity at Supplier’s expense by whatever method Bibby deems expedient; (iii) reject, repair, or replace non-conforming Goods or Services or procure same or similar Goods or Services from another source, in which are hereby expressly waived case Supplier will be liable to Bibby for any additional costs or expenses incurred by SellerBibby; (iv) require Supplier to correct or cure any non-conformity at Supplier’s expense; or (v) after notifying Supplier with a demand letter, Bank where applicable, take possession of any of Bibby’s samples and materials held by Supplier. Supplier agrees to cooperate with ▇▇▇▇▇ in any way reasonably required to complete Services or purchase replacement Goods. In such case, ▇▇▇▇▇ will pay for that portion of Services previously completed by Supplier, subject to the terms and provisions above. In addition to its other remedies, ▇▇▇▇▇ will have a right of set-off and may withhold from time to time out of monies due Supplier, amounts sufficient to fully compensate Bibby for any loss or damage resulting from any Default or breach by Supplier. As an alternative, Bibby may, in its sole and absolute discretion, immediately: (a) terminate extend the delivery or suspend Sellercompletion schedule or waive any deficiencies in performance; provided, however, that no such waivers or extensions will be binding unless in writing and signed by ▇▇▇▇▇’s authorized representative. Bibby will have the right hereunder at any time to submit require adequate assurances of Supplier’s performance. In any Request action or proceeding between the parties, the prevailing party will be entitled to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f))recover all its reasonable attorneys’ fees on a solicitor- client basis, sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactoryexpenses, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice costs of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrarylitigation.

Default Remedies. Upon If any Event of Default shall occur and be continuing, then and in every such event, and at any time thereafter during the occurrence continuance of an such Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank the Collateral Agent may, in its sole and absolute discretionat the request of the Majority Secured Parties shall, immediately: by written notice to each Credit Party and each Secured Party, take one or more of the following actions: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; the Commitments, the Certificateholder Commitments and the Revolving Credit Commitments, and (b) pursuant declare the Obligations to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately be forthwith due and payable, both without any action whereupon (subject to the limitations set forth in the Construction Agency Agreement and the Master Lease) the Obligations shall become forthwith due and payable together with all other amounts payable by Bank the Credit Parties under this Agreement and the other Related Documents, without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived; provided, notwithstanding anything however, that if any of the Events of Default set forth in paragraphs (f) or (g) of Section 11.1 hereof shall occur with respect to any Credit Party, then without any notice to any Credit Party or any other act by the Collateral Agent or any other Person (i) the Commitments, the Certificateholder Commitments and the Revolving Credit Commitments shall immediately become terminated, and (ii) the Obligations shall become forthwith due and payable, all without presentment, demand, protest or notice of any kind, all of which are expressly waived. In the event of a declaration by the Collateral Agent pursuant to clause (b) above, the Collateral Agent may enforce its rights hereunder and under any other instrument or agreement delivered in connection herewith and take any other action to which it is entitled hereunder, thereunder, or by law, whether for the specific performance of any covenant or agreement contained herein in this Agreement, in any such instrument or agreement or to the contraryenforce payment as provided herein, therein, or by law.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. Upon If the occurrence Lessee fails to pay any rent or other amount herein provided within five (5) days after it is due and payable, or if the Lessee fails to observe, keep or perform any other provision of the Lease Contract, or if the Lessee ceases doing business as a going concern, or if a petition is filed by or against the Lessee under the Bankruptcy and Insolvency Act (Canada) or any amendment thereto, or if a receiver is appointed for the Lessee or its property, or if the Lessee becomes insolvent, makes an Event assignment for the benefit of Defaultcreditor s, offers a composition or extension of any of its indebtedness or if the Lessee, without any presentmentthe Lessor`s prior written consent, demandattempts to remove, protestsell, notice transfer, encumber, sublet or part with the possession of protest and nonpaymentsaid Equipment, or other notice if the Lessor deems its Equipment to be in jeopardy, the Lessor may deem the lease to be in default. If the default is not remedied by the Lessee within five (5) days of any kindwritten notice, all then the Lessor or its agent shall have the right to exercise any one or more of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediatelythe following remedies: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to declare the power entire amount of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and rent herein immediately due and payable, both without notice or demand to the Lessee, (b) to ▇▇▇ for and recover from the Lessee an amount equal to the unpaid balance of the rent due and to become due during the term of this Lease Contract and (c) to enter upon Lessee`s premises, with or without notice, court order or other process of law, to take possession of any action by Bank and or all i tems of Equipment without presentmentdemand or notice wherever same may be located. Upon retaking possession of any or all items of Equipment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to acceleratethe Lessor may at its option: (i) rent the repossessed Equipment, or any other notice of part thereof, to any kindthird party on which terms and conditions as the Lessor may determine, all of which are hereby expressly waivedor (ii) sell the Equipment, notwithstanding anything contained herein or any part thereof, to the contraryhighest bidder at a public auction or at a private sale. All net proceeds of the foregoing shall be applied against amounts owing pursuant to the terms of the Lease Contract after deducting all reasonable costs incurred in connection with such disposition . Lessee herby waives any and all damages occasioned by such taking of possession. Any said taking possession shall not constitute a termination of this Lease Contract and shall not relieve the Lessee of its original obligations herein unless the Lessor expressly so notifies the Lessee in writing. Should nay legal proceedings be instituted by the Lessor any monies due and to become due herein or for the re-possession of the Equipment, the Lessee shall be liable for and pay for all reasonable attorney`s fees and costs incurred. Additionally, the Lessee shall pay to the Lessor as compensation for additional administrative and clerical work, an amount equal to 15% of the total amount payable hereunder. Interest on the total amount payable, at the rate of 18% per annum, will be calculated monthly from the date of default.

Default Remedies. Upon the occurrence and continuation of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rightsright, titles title and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit Notwithstanding any Request to Bank for Bank to purchase Participation Interests; provision of any of the Sale Agreement: (bi) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after upon the occurrence and during the continuance of an any Event of Default specified in Sections 9.1(e) Section 7, Beneficiary at its option may declare the Payment immediately due and payable without further notice or (f))demand of any kind. Upon the occurrence and during the continuance of any Event of Default, sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, Beneficiary may exercise any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under this Deed of Trust (including without limitation as set forth below in this Section), any Pledge Agreementrelated document or instrument (including without limitation any pertaining to collateral), Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, and may also: (A) either in person or by agent, with or without bringing any action or proceeding, if an applicable law permits, enter upon and take possession of the Property, or any part thereof, in its own name, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Property, or any part thereof or interest therein, increase the income therefrom or protect the security hereof and, with or without taking possession of the Property, ▇▇▇ for or otherwise collect the Revenues, including without limitation those past due and unpaid, and apply the same to the payment of taxes, insurance premiums and other charges against the Property or in reduction of the indebtedness secured by this Deed of Trust in such order as it may elect; and the entering upon and taking possession of the Property, the collection of such Revenues, and the application thereof as aforesaid, shall not cure or waive any Event of Default specified or notice of default hereunder or invalidate any act done in Sections 9.1(e) response to such Event of Default or pursuant to such notice of default and, notwithstanding the continuance in possession of the Property or the collection, receipt and application of Revenues, issues or profits, Beneficiary shall be entitled to exercise every right provided for in any of the other Sale Agreement or by law upon occurrence of any Event of Default; or (fB) occurscommence an action to foreclose this Deed of Trust whether by exercising the power of sale granted herein or by judicial foreclosure, fees appoint a receiver, or specifically enforce any of the covenants hereof; or (C) exercise any or all of the remedies available to a secured party under the Uniform Commercial Code of Texas, and any notice of sale, disposition or other sums due hereunder shall become automatically and immediately due and payable, both without any intended action by Bank and without presentmentBeneficiary, demandsent to Grantor at its addresses specified herein, protestat least ten (10) days prior to such action, shall constitute reasonable notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryGrantor.

Default Remedies. Upon Except as provided in the following sentence, upon the occurrence of an Event of Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall thereupon become, forthwith due and payable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equitywaived. Notwithstanding the foregoing, (a) if an Event of Default specified in Sections 9.1(eSubsections 7.01(f)(i), (ii) or (fiii) occursabove occurs with respect to the Company, fees the Commitments shall automatically and immediately terminate and the Notes and all other sums due hereunder Obligations shall become automatically and immediately due and payable, both as to principal and interest, without any action by Bank Agent or any Lender and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in any Notes to the contrarycontrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by such Co-Borrower to the Agent pursuant to the Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full.

Default Remedies. a. Upon the occurrence and during the continuance of any Event of Default, Agent Bank may and, upon the consent of Requisite Lenders shall: (i) declare all of the outstanding unpaid Indebtedness hereunder and under the Notes and the other Loan Documents, together with all accrued interest thereon, to be fully due and payable without presentation, demand, protest or notice of any kind, and, in the event of such declaration; (ii) shall terminate the obligation of Lenders to make any advances for Borrowings; and (iii) shall terminate the obligation of the Swingline Lender to make any advances under the Swingline Facility; provided, that, the remedies set forth in clauses (i) through (iii) above will be deemed to have been automatically exercised on the occurrence of any event set out in Sections 7.01(g), (h) or (i). b. Additionally, while any Event of Default has occurred and remains continuing, the Banks and/or Agent Bank may (i) exercise any and all remedies available to Banks or Agent Bank under the Loan Documents; and/or (ii) exercise any other remedies available to Banks or Agent Bank at law or in equity, including requesting the appointment of a receiver to perform any acts required of Borrower under this Credit Agreement. c. In the event Borrower has failed to provide any insurance required under Section 5.09, Agent Bank may elect at its discretion to purchase such insurance. All payments made by Agent Bank for the purpose of providing the insurance coverages required under Section 5.09 shall be deemed amounts advanced under Section 5.12 of this Credit Agreement. d. The Banks and/or Agent Bank may exercise any other remedies available to Banks or Agent Bank at law or in equity, including requesting the appointment of a receiver to perform any acts required of Borrower under this Credit Agreement, and Borrower hereby specifically consents to any such request by Banks. e. The Swingline Lender shall, upon receipt of written notice of the occurrence of an Event of Default, terminate its obligation to make any advances under the Swingline Facility and may declare all outstanding unpaid Indebtedness hereunder and under the Swingline Note, together with all accrued interest thereon immediately due and payable without any presentmentpresentation, demand, protest, notice of protest and nonpayment, or other notice of any kind. This remedy will be deemed to have been automatically exercised on the occurrence of any event set out in Sections 7.01(g), all (h) or (i). f. The L/C Issuer shall, upon receipt of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power written notice of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified Default, terminate its obligation to issue Letters of Credit and/or any Letter of Credit which may be terminated in accordance with its terms. This remedy will be deemed to have been automatically exercised on the occurrence of any event set out in Sections 9.1(e7.01(g), (h) or (fi)). g. Agent Bank and/or L/C Issuer may, sell or at the direction of the Requisite Lenders will, direct the Borrower to pay (and Borrower hereby agrees upon receipt of such notice to pay) to the L/C Issuer an amount in a recognized market (or otherwise Cash equal to the then outstanding L/C Exposure, such Cash to be held by L/C Issuer in a commercially reasonable manner) at such price or prices the Cash Collateral Account as Bank shall reasonably deem satisfactory, any or security for the repayment of all L/C Reimbursement Obligations thereafter occurring. For the purpose of carrying out this section and exercising these rights, titles powers and interest privileges, Borrower hereby irrevocably constitutes and appoints Agent Bank as its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this paragraph in the name and on behalf of Borrower. Agent Bank on behalf of Lenders may exercise one or more of Lenders' remedies simultaneously and all its remedies are nonexclusive and cumulative. Agent Bank and Seller in and Lenders shall not be required to pursue or exhaust any Collateral or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to remedy before pursuing any other amounts payable Collateral or remedy. Agent Bank and Lenders' failure to Bank in connection with this Agreement or exercise any other Warehouse Documentremedy for a particular default shall not be deemed a waiver of (i) such remedy, in such order and amounts determined by Bank; (c) exercise its nor their rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) to exercise any other remedy for that default, nor (ii) their right or to exercise that remedy otherwise available to Bank under this Agreement or for any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrarysubsequent default.

Default Remedies. Upon the occurrence of At any time an Event of DefaultDefault has occurred and is continuing, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary. Notwithstanding any provision to the contrary herein or in any other Warehouse Document, the failure of any statement, representation or warranty made with respect to any specific Participated Mortgage Loan (including, without limitation, the representations and warranties set forth in Section 6.10 of this Agreement) to be true and correct shall not constitute an Event of Default hereunder, it being understood and agreed by the parties hereto that such statements, representations and warranties and any breach thereof shall be considered solely for the purpose of determining whether the Participation Interest in such Mortgage Loan is required to be repurchased under Section 4.8 of this Agreement.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentAgent, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith to enter upon any Property (or any other place where any component of any Property is located at such time) without charge, if an and take possession of all or any portion of the Trust Property, and to re-let the Trust Property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Agent, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Agent may proceed by an action at law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Agent may proceed under Section 11 hereof. (c) To the extent permitted by Law, the Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein.

Default Remedies. Upon Except as provided in the following sentence, upon the occurrence of an Event of Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall thereupon become, forthwith due and payable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equitywaived. Notwithstanding the foregoing, (a) if an Event of Default specified in Sections 9.1(eSubsections 7.01(e)(i), (ii) or (fiii) occursabove occurs with respect to the Company, fees the Commitments shall automatically and immediately terminate and the Notes and all other sums due hereunder Obligations shall become automatically and immediately due and payable, both as to principal and interest, without any action by Bank Agent or any Lender and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in any Notes to the contrarycontrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by such Co-Borrower to the Agent pursuant to the Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full.

Default Remedies. (a) Notwithstanding any provision of any document or instrument evidencing or relating to any Liability: (i) upon the occurrence and during the continuance of any Event of Default specified in subsections (a)-(j) of the Section entitled "EVENTS OF DEFAULT," Secured Party at its option may declare the Liabilities immediately due and payable without notice or demand of any kind; and (ii) upon the occurrence of any Event of Default specified in subsections (k)-(m) of the Section entitled "EVENTS OF DEFAULT," the Liabilities shall be immediately and automatically due and payable without action of any kind on the part of Secured Party. Upon the occurrence and during the continuance of any Event of Default, Secured Party may exercise any rights and remedies under this Agreement, any Related Document or other document or instrument (including any Related Document evidencing Liabilities or pertaining to Collateral), and at law or in equity. (b) If any Event of Default shall have occurred and be continuing, then, in addition to having the right to exercise any rights and remedies of a secured party upon default under the Uniform Commercial Code in effect in Illinois and any State in which any Collateral is located, Secured Party may, in its sole discretion: (i) without being required to give any prior notice to Debtor apply the cash (if any) then held by it hereunder toward the Liabilities in such order as Secured Party shall determine in its sole discretion; and (ii) if there shall be no such cash or the cash so applied shall be insufficient to pay all obligations in full, sell the Collateral, or any part thereof, at any public or private sale, for cash, upon credit or for future delivery, as Secured Party shall deem appropriate, provided, however, that Debtor shall be credited with proceeds thereof only when the proceeds are actually received in cash by Secured Party, and such sale shall be deemed commercially reasonable. Secured Party shall be authorized at any such sale (to the extent it deems it advisable to do so, in its sole discretion) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral then being sold for their own account for investment and not with a view to the distribution or resale thereof, and upon consummation of any such sale Secured Party shall have the right to assign, transfer and deliver to the purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Debtor. Debtor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Secured Party has no obligation to marshal Collateral or to clean up or otherwise prepare Collateral for sale, and may specifically disclaim any warranties as to the Collateral, including those of title, merchantability, and fitness for a particular purpose. Secured Party may comply with any applicable local, state or federal law requirements in connection with a disposition of Collateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Collateral. Debtor grants to Secured Party the right to enter into or on any premises where Collateral may be located for the purposes of exercising any remedies upon the occurrence of an Event of Default. Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of Collateral if it takes such action for that purpose as Debtor requests in writing, without but failure to do so shall not be deemed a failure to exercise ordinary care; no failure of Secured Party to preserve or protect any presentmentright with respect to Collateral against prior parties, demandor to do any act with respect to preservation of Collateral not so requested by Debtor, protest, shall be deemed of itself a failure to exercise reasonable care in the custody or preservation of Collateral. To the extent that notice of protest and nonpaymentsale shall be required to be given by law, or other Secured Party shall give Debtor at least ten days' written notice of any kindsuch public sale or the date after which any such private sale or sales will be held. Secured Party shall not be obligated to make any sale of Collateral if it shall determine not to do so, all regardless of which are hereby expressly waived by Seller, Bank the fact that notice of sale of Collateral may have been given. Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Secured Party until the sale price is paid by the purchaser thereof, but Secured Party shall not incur any liability in its sole case any such purchaser shall fail to take up and absolute discretionpay for the Collateral so sold; in the case of any such failure, immediately: (a) terminate or suspend Seller’s right hereunder such Collateral may be sold again upon like notice. As an alternative to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to exercising the power of attorney sale herein conferred to Bank upon it, Secured Party may proceed by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or suit at law or in equityequity to foreclose this Agreement and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction. Notwithstanding Except as and if otherwise required by law, any proceeds of the foregoingCollateral sold or disposed of pursuant hereto shall be applied toward the Liabilities in such order as Secured Party shall determine in its sole discretion. Any balance remaining shall be returned to Debtor. (c) Secured Party may, if an by written notice to Debtor, at any time and from time to time, waive any Event of Default or Unmatured Event of Default, which shall be for such period and subject to such conditions as shall be specified in Sections 9.1(eany such notice. In the case of any such waiver, Secured Party and Debtor shall be restored to their former position and rights hereunder, and any Event of Default or Unmatured Event of Default so waived shall be deemed to be cured and not continuing; but no such waiver shall extend to or impair any subsequent or other Event of Default or Unmatured Event of Default. No failure to exercise, and no delay in exercising, on the part of Secured Party of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of Secured Party herein provided are cumulative and not exclusive of any rights or remedies provided by law. (d) As to any Liabilities owed to any Lender, Secured Party shall act as collateral agent for such Lender and shall take or (f) occursrefrain from taking action, fees and shall distribute proceeds of Collateral and other sums due amounts recovered hereunder or under any Related Document, between such Lender and Secured Party as they shall become automatically from time to time agree. Except as and immediately due if required by law Debtor shall have no obligation or right whatsoever to inquire into any agreements or arrangements between Secured Party and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent Lender as to accelerate, or Secured Party's acting as collateral agent for any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryLender.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit If any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified shall occur and be continuing and upon written notice to the Pledgor by the Collateral Agent, the Collateral Agent, for the benefit of the Secured Parties, shall have full power and authority, subject to any requirements in Sections 9.1(ethe Indenture and the UCC, to take the following actions: (1) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price dispose of the Pledged Notes or prices as Bank any part thereof, and shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof as described below; (2) vote the Pledged Notes with respect to any and all matters and to exercise all rights to payments, conversion, exchange, subscription or otherwise with respect to the aggregate outstanding Advances Pledged Notes; and (3) exercise any and all rights and remedies of a secured party under the UCC. (b) To the extent permitted by any applicable law, any sale or other disposition by the Collateral Agent, as permitted under Section 7(a) above, may be made by Bank public or private proceedings and may be made by one or more contracts, as a unit or in connection with parcels, at such Participated Mortgage Loans time and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Documentplace, by such method, in such order manner and amounts determined on such terms as the Collateral Agent may determine. Except as required by Banklaw, such sale or other disposition may be made without advertisement or notice of any kind or to any person. Where reasonable notification of the time or place of such sale or other disposition is required by law, such requirement shall have been met if such notice is telegraphed, sent by facsimile, cabled or mailed, postage prepaid, at least ten (10) days before the time of such sale or other disposition to each person entitled thereto at such person’s address as specified in Section 13 below. To the extent permitted by any applicable law, the Collateral Agent and/or any Secured Party may buy any or all of the Pledged Notes upon any public or private sale thereof, with the proceeds thereof applied as required by this Agreement and the UCC. To the extent permitted by any applicable law, upon any such sale or sales the Pledged Notes so purchased shall be held by the purchaser absolutely free from any claims or rights of whatsoever kind or nature, including any equity of redemption or any similar rights, all such equity of redemption and any similar rights being hereby expressly waived and released by the Pledgor thereof to the extent permitted by applicable law. In the event any consent, approval or authorization of any governmental agency shall be necessary to effectuate any such sale or sales, the Pledgor shall execute, and hereby agree to cause the issuer of the Pledged Notes to execute, as necessary, all applications or other instruments as may be required; provided that the foregoing shall not obligate the Pledgor to register the Pledged Notes under the Securities Act of 1933, as amended (the “Securities Act”). The proceeds of any such sale or other disposition shall be applied to the payment of Obligations. The Pledgor shall be liable for any deficiency in payment of the Obligations, including all costs and expenses of collection, custody, sale or other disposition or delivery and all other charges due against the Pledged Notes, as hereinbefore enumerated. (c) exercise its rights The Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of all or a part of the Pledged Notes by reason of certain prohibitions contained in the Securities Act, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Pledged Notes for their own account for investment and remedies under any Pledge Agreementnot with a view to the distribution or resale thereof. The Pledgor agrees that private sales so made may be at a price and on other terms less favorable to the seller than if the Pledged Notes were sold at public sales, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available and that the Collateral Agent has no obligation to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding delay the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice sale of any kind, all such Pledged Notes for the period of which are hereby expressly waived, notwithstanding anything contained herein time necessary to permit such Pledged Notes to be registered for public sale under the Securities Act. The Pledgor agrees that sales made under the foregoing circumstances shall not be deemed to have been made in a commercially unreasonable manner by virtue of any sale made on terms less favorable to the contraryseller resulting from the private nature of the sale.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of If an Event of Default specified under the ---------------- Reimbursement Agreement shall occur and be continuing, the Bank shall be entitled to exercise any one or more (at the Bank's discretion, at one or more times) of the following remedies: (a) The Bank shall have the right to receive the Collateral, if any, then held by the Custodian, the Remarketing Agent, the Trustee or any other Person, endorse, assign or deliver in Sections 9.1(eits own name or the name of the Company any and all checks, drafts and other instruments for the payment of money relating to or constituting part of the Collateral, and cause the Collateral to be registered in the name of the Bank or its designee, and the Company hereby waives presentment, protest and notice of (b) The Bank may sell or (f))cause to be sold, sell in a recognized market (one or otherwise in a commercially reasonable manner) more sales, at such price as the Bank may deem adequate, and for cash or prices on credit or for future delivery, with or without assumption of any credit risk , all or any portion of the Collateral, at public or private sale, without demand of performance or notice of intention to sell or of time or place of sale (except such notice as may be required by applicable statute and cannot be waived), and the Bank may be the purchaser of all or any portion of the Collateral so sold; provided, however, that the -------- ------- Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof first give notice to the aggregate outstanding Advances made by Bank in connection with Trustee that an Event of Default has occurred and is continuing. The purchaser(s) at any such Participated Mortgage Loans and to sale shall thereafter hold the Collateral so sold absolutely, free from any other amounts payable to Bank in connection with this Agreement claim or right whatsoever, including any other Warehouse Documentequity of redemption, in of the Company. Any such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreementdemand, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other notice, claim, right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equityequity is hereby expressly waived and released by the Company. Notwithstanding Without limiting the foregoing, if any such notice of the time or place of sale is so required, the Company agrees that the Bank need not give more than ten days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters . The Bank shall not, under any circumstances, incur any liability as a result of the sale of the Collateral or any part thereof at any sale conducted in accordance with the provisions of this Agreement. The Company hereby waives any claims against the Bank arising by reason of the fact that the price at which the Collateral may have been sold at any private sale was less than the price which might have been obtained at a public sale or was less than the aggregate principal amount of the Pledged Bonds or the then total unpaid Obligations. (c) The Company recognizes that the Bank may not deem it desirable to effect a public sale of any or all of the Pledged Bonds or otherwise but may deem it desirable to resort to one or more private sales thereof to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. The Bank shall be under no obligation to delay a sale of any of the Pledged Bonds for the period of time necessary to permit the Issuer to register them for public sale under the Securities Act of 1933, as amended (the "Act"), or under applicable state securities laws, even should the Issuer agree to do so. (d) The Company shall do or cause to be done all such other acts and things as may be deemed necessary or desirable by the Bank to make such sale or sales of any portion or all of the Pledged Bonds valid and binding and in compliance with all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, including registering such Bonds under the Act, or any state securities laws (to the extent necessary), all at the Company's expense. (e) The Company acknowledges that a breach of any of the covenants contained in this Article 5 will cause irreparable injury to the Bank and that the Bank has no adequate remedy at law in respect of any such breach and, as a consequence, agrees that each and every covenant contained in this Article 5 shall be specifically enforceable against the Company, and the Company hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contraryhas occurred.

Default Remedies. Upon the occurrence of (a) If an Event of DefaultDefault described in Section 9.1(a) or 9.1(b) exists, any holder of Debentures may, at its option, exercise any right, power or remedy permitted by law, including but not limited to the right by notice to the Company to declare the Debentures held by such holder to be immediately due and payable. If any other Event of Default exists, the holder or holders of at least 25% in outstanding principal amount of the Debentures (exclusive of Debentures owned by the Company, Subsidiaries and Affiliates) may exercise any right, power or remedy permitted by law, including but not limited to the right by notice to the Company to declare all the outstanding Debentures immediately due and payable. Upon any such declaration the principal of the Debentures declared due shall become immediately due and payable together with all interest accrued thereon without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein and the Company will immediately pay the entire principal of and interest accrued on such Debentures together with the Make-Whole Premium; provided that the Make-Whole Premium with respect to each Debenture shall be due and payable upon such declaration only if (x) such event is an Event of Default specified in any of paragraphs (a), (b), (c), (d) or (f) of Section 9.1, (y) you shall have given to the contraryCompany, at least 10 Business Days before such declaration, written notice stating your intention so to declare the Debentures to be immediately due and payable and identifying one or more such Events of Default whose occurrence on or before the date of such notice permits such declaration and (z) one or more of the Events of Default so identified shall be continuing at the time of such declaration. In the case of any of the Events of Default specified in clauses (g), (h) or (i) of Section 9.1 with respect to the Company, without any notice to the Company or any other act by the holders of the Debentures, the principal of all of the Debentures, together with accrued interest, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company. (b) No course of dealing or delay or failure on the part of any holder of the Debentures to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company will pay or reimburse the holders of the Debentures, to the extent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys' fees, incurred by them in collecting any sums due on the Debentures or in otherwise enforcing any of their rights.

Default Remedies. Upon Except as provided in the following sentence, upon the occurrence of an Event of Default, Agent may (and upon written instructions from Majority Lenders, Agent shall) declare the Commitments to be terminated and/or declare the entire principal and all interest accrued on the Notes to be, and the Notes, together with all Obligations, shall thereupon become, forthwith due and payable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equitywaived. Notwithstanding the foregoing, (a) if an Event of Default specified in Sections 9.1(eSubsections 7.01(e)(i), (ii) or (fiii) occursabove occurs with respect to the Company, fees the Commitments shall automatically and immediately terminate and the Notes and all other sums due hereunder Obligations shall become automatically and immediately due and payable, both as to principal and interest, without any action by Bank Agent or any Lender and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in any Notes to the contrarycontrary notwithstanding, and (b) if an Event of Default specified in Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a Co-Borrower, the Agent and the Lenders shall not have the right to declare the Commitments to be terminated, declare the entire principal and all interest accrued on the Notes to be forthwith due and payable, or exercise any of their other rights hereunder or under the Loan Documents (except that the Lenders shall have no further obligation to make Loans to enable such Co-Borrower to originate Mortgage Loans, and the Agent and the Lenders may exercise their remedies with respect to the Mortgage Loans pledged by such Co-Borrower to the Agent pursuant to the Pledge and Security Agreement) for 10 Business Days after the occurrence of such Event of Default, or thereafter if all Loans made to enable such Co-Borrower to originate or acquire Mortgage Loans hereunder have been repaid in full. (o) Sections 10.01 and 10.02 of the Credit Agreement are hereby amended in their entirety to read as follows:

Default Remedies. Upon the occurrence of an Event of Default---------------- Default and provided that such Event of Default has not previously been cured by the Borrower, BOIA may (i) declare its commitment to make Advances hereunder to be terminated and/or declare the entire principal of and all interest accrued on the Note to be, and the Note, together with all other Obligations, shall thereupon become, forthwith due and payable, without any presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate or other notice of any kind, all of which hereby are hereby expressly waived by Seller, Bank maywaived, in its sole and absolute discretionwhich event Borrower shall immediately repay the entire principal amount of all outstanding Advances, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) together with all accrued but unpaid interest on the Note at the rate specified in Section 2.8(c), by borrowing such -------------- amount from the Lender pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) Backup Gestation Agreement, or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to from any other amounts payable to Bank in connection with this Agreement or any other Warehouse Documentsource, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (dii) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at 211 law or in equitypursuant to any Loan Document. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(eSection 8.1(f), (g), (h) or (fn) occurs, fees BOIA's ------------------------------- commitment to make Advances hereunder shall automatically and immediately terminate and the Note and all other sums due hereunder Obligations shall become automatically and immediately due and payable, both as to principal and interest, without any action by Bank BOIA and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein or in the Note to the contrarycontrary notwithstanding, and Borrower shall immediately repay the entire principal amount of all outstanding Advances, together with all accrued but unpaid interest on the Note at the rate specified in Section 2.8(c), by borrowing such amount from the Lender pursuant to the -------------- Backup Gestation Agreement, or from any other source.

Default Remedies. Upon the occurrence of (a) If an Event of DefaultDefault described in Section 9.1(g), 9.1(h) or 9.1 (i) occurs, the entire outstanding principal amount of the Notes shall automatically become due and payable, without the taking of any action on the part of any holder of the Notes or any other Person and without the giving of any notice with respect thereto. If an Event of Default described in Section 9.1(a) or 9.1(b) exists, any holder of Notes may, at its option, exercise any right, power or remedy permitted by law, including but not limited to the right by notice to the Company to declare the Notes held by such holder to be immediately due and payable. If any other Event of Default exists, the holder or holders of at least 51% in outstanding principal amount of the Notes (exclusive of Notes owned by the Company, Subsidiaries and Affiliates) may exercise any right, power or remedy permitted by law, including but not limited to the right by notice to the Company to declare all the outstanding Notes immediately due and payable. Upon any such acceleration the principal of the Notes declared due or automatically becoming due shall be immediately payable together with all interest accrued thereon without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by Bank; (c) exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by Bank and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein and the Company will immediately pay the greater of (x) the principal of and interest accrued on such Notes and (y) the Makewhole Price applicable at such time to such Notes. (b) No course of dealing or delay or failure on the part of any holder of the Notes to exercise any right shall operate as a waiver of such right or otherwise prejudice such holder's rights, powers and remedies. The Company will pay or reimburse the holders of the Notes, to the contraryextent permitted by law, for all costs and expenses, including but not limited to reasonable attorneys, fees, incurred by them in collecting any sums due on the Notes or in otherwise enforcing any of their rights.

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by Seller, Bank may, in its sole and absolute discretion, immediately: (a) terminate or suspend Seller’s right hereunder to submit any Request to Bank for Bank to purchase Participation Interests; (b) pursuant to the power of attorney conferred to Bank by Seller in connection with this If a Credit Agreement (and in reliance of Section 10.18 in the event that Bank exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(ehas occurred and is continuing: (i) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Bank shall reasonably deem satisfactory, any or all rights, titles and interest of Bank and Seller in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by Bank in connection with such Participated Mortgage Loans and to any other amounts payable to Bank in connection with this Agreement or any other Warehouse DocumentBank, in such order and amounts determined by Bank; (c) exercise its rights and addition to all other remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or (d) exercise any other right or remedy otherwise available to Bank under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding , shall have the foregoingright forthwith to enter upon any Property (or any other place where any component of any Property is located at such time) without charge, if an and take possession of all or any portion of the Trust Property, and to re-let the Trust Property and receive the rents, issues and profits thereof, to make repairs and to apply said rentals and profits, after payment of all necessary or proper charges and expenses, on account of the amounts hereby secured (subject to the Excepted Payments); and (ii) the Bank, shall, as a matter of right, be entitled to the appointment of a receiver for the Trust Property, and the Borrower hereby consents to such appointment and waives notice of any application therefor. (b) If a Credit Agreement Event of Default specified has occurred and is continuing, the Bank may proceed by an action at law, suit in Sections 9.1(e) equity or (f) occursother appropriate proceeding, fees to protect and other sums due hereunder shall become automatically and immediately due and payableenforce its rights, both without any action by Bank and without presentment, demand, protest, notice whether for the foreclosure of protest and nonpayment, notice the Lien of acceleration or of intent to acceleratethis Security Agreement, or any other notice for the specific performance of any kind, all of which are hereby expressly waived, notwithstanding anything agreement contained herein or for an injunction against the violation of any of the terms hereof. The proceeds of any sale of any of the Trust Property shall be applied pursuant to Section 8.7 of the contraryParticipation Agreement. In addition, the Bank may proceed under Section 11 hereof. (c) The Borrower hereby waives the benefit of all appraisement, valuation, stay, extension and redemption laws now or hereafter in force and all rights of marshalling in the event of any sale of the Trust Property or any portion thereof or interest therein.