Common use of Acceleration of Obligations Clause in Contracts

Acceleration of Obligations. Declare the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and and in the case of any event described in Section 8.01(f) or Section 8.01(g), the commitment of each Lender to make Loans shall automatically terminate and the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement (including, without limitation, Section 6.13(f), all other Loan Documents and all of the rights and remedies of a secured party under the Uniform Commercial Code or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality of the foregoing, each Loan Party hereby authorizes the Administrative Agent (and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior to the date upon which such installment becomes due, Administrative Agent may, at its election (but without any obligation to do so), request Backup Servicing Agent to give notice of such event of default to the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), subject to the terms of such instruments, to accelerate payment of the unpaid balance of any of such pledged Eligible Consumer Receivables in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (or any Person as may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable by the Loan Parties until such time as the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan Parties.

Acceleration of Obligations. Declare If any one or more of the Outstanding Legal Balance Events of Default shall at any time occur: (a) Lender may, by giving notice to the Borrower, thereupon be relieved of all of its obligations to make any Loans hereunder. (b) Lender may, by giving notice to the Borrower (in this Agreement and in the other Loan Documents called a "Notice of Acceleration"), declare all of the Obligations, including the entire unpaid principal of the Loans, all of the unpaid interest accrued thereon, and all (if any) other Obligations sums payable hereunder by the Borrower under this Agreement or under any of the other Loan Document Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 8.1(h), all of the Obligations, including the entire unpaid balance of the Loans, all of the unpaid interest accrued thereon and all (if any) other sums payable by the Borrower under this Agreement or any of the other Loan Documents shall automatically and immediately be due and payable without notice to the Borrower. Thereupon, all of such Obligations which are not already due and payable shall forthwith become and be absolutely and unconditionally due and payable, without presentment, demand, protest any further notice or any other notice formalities of any kind, all of which are hereby expressly waived by the Borrower; and irrevocably waived. (c) Lender may proceed to protect and in the case enforce all or any of any event described in Section 8.01(f) or Section 8.01(g)its rights, the commitment of each Lender to make Loans shall automatically terminate remedies, powers and the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders privileges under this Agreement (including, without limitation, Section 6.13(f), all or any of the other Loan Documents and all by action at law, suit in equity or other appropriate proceedings, whether for specific performance of the rights and remedies of a secured party under the Uniform Commercial Code or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies covenant contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality or in aid of the foregoingexercise of any power granted to Lender herein or therein, each Loan Party hereby authorizes the Administrative Agent including (without limitation) attaching any cash and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior to the date upon which such installment becomes due, Administrative Agent may, at its election (but without any obligation to do so), request Backup Servicing Agent to give notice of such event of default to the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), defaulted consumer credit card receivables subject to the terms of such instruments, to accelerate payment of the unpaid balance of any of such pledged Eligible Consumer Receivables a lien or security interest in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (or any Person as may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable by the Loan Parties until such time as the Discharge favor of Secured Obligations has occurred and this Party under the Security Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan Partiesotherwise.

Acceleration of Obligations. Declare Upon the Outstanding Legal Balance occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Required Lenders declare that all Revolving Credit Loans provided for in this Financing Agreement shall be thereafter in the Agent's sole discretion and the obligation of the Lenders to make Revolving Credit Loans shall cease unless such Default is cured to the Required Lenders' satisfaction or such Event of Default is waived. If an Event of Default shall occur and be continuing, the Agent may, and if directed to do so by the Required Lenders shall, upon notice by the Agent to the Borrowers, (a) declare the Revolving Credit Commitments terminated, whereupon such Revolving Credit Commitments shall forthwith terminate immediately and any accrued fees shall forthwith become due and payable and all Obligations, and, as liquidated damages for loss of a bargain and not as a penalty, a lost transaction fee shall be due and payable in addition to the accelerated amounts set forth herein and all other Obligations amounts payable hereunder or under this Financing Agreement and any other Loan Document Documents to be immediately be, whereupon the same shall become, forthwith due and payable, payable without presentment, demand, demand or protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and and in the case of any event described in Section 8.01(f) or Section 8.01(g)Borrowers, the commitment of each Lender to make Loans shall automatically terminate and the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement (including, without limitation, Section 6.13(f), all other Loan Documents and all of the rights and remedies of a secured party under the Uniform Commercial Code or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies anything contained in this Agreement or any to the contrary notwithstanding, equal to the full outstanding principal amounts of the other Loan DocumentsRevolving Credit Loans being accelerated multiplied by three percent (3%); provided, and none of which however, that the lost transaction fee shall be exclusive. Without limiting paid by the generality of the foregoing, each Loan Party hereby authorizes the Administrative Agent (Borrowers on Chase Manhattan Bank Rate Loans and each Consumer Receivable Obligor is hereby directed and authorized to recognize Libor Rate Loans only if such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables loans are accelerated on or prior to the date upon which such installment becomes duefirst Anniversary Date; [STILL APPLY?] (b) charge the Borrowers the Default Rate of Interest on all then outstanding or thereafter incurred Obligations , Administrative provided (i) the Agent mayhas given the Borrowers written notice of the Event of Default, at its election provided, however, that no notice is required if the Event of Default is the Event listed in paragraph (but without any obligation to do soe), request Backup Servicing (f) or (g) of Section 12.01 hereof and (ii) the Borrowers have failed to cure the Event of Default within ten (10) days after (x) the Agent deposited such notice in the United States mail or (y) the occurrence of the Event of Default listed in paragraph (e), (f) or (g) or Section 12.01 hereof; and (c) immediately terminate this Financing Agreement upon notice to give the Borrowers; provided, however, that no notice of such event termination is required if the Event of default to Default is the defaulting party or parties, and Administrative Agent shall have the right Event listed in paragraph (but not the obligatione), subject to (f) or (g) of Section 12.01 hereof. The exercise by the terms of such instruments, to accelerate payment of the unpaid balance Lenders of any option or remedy hereunder is not exclusive of such pledged Eligible Consumer Receivables in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (other option or any Person as remedy which may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable exercised at any time by the Loan Parties until such time as Lenders, acting through the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan PartiesAgent.

Acceleration of Obligations. Declare Upon the Outstanding Legal Balance occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Required Lenders declare that all Revolving Credit Loans provided for in this Financing Agreement shall be thereafter in the Agent's sole discretion and the obligation of the Lenders to make Revolving Credit Loans shall cease unless such Default is cured to the Required Lenders' satisfaction or such Event of Default is waived. If an Event of Default shall occur and be continuing, the Agent may, and if directed to do so by the Required Lenders shall, upon notice by the Agent to the Borrowers, (a) declare the Revolving Credit Commitments terminated, whereupon such Revolving Credit Commitments shall forthwith terminate immediately and any accrued fees shall forthwith become due and payable and all Obligations, and, as liquidated damages for loss of a bargain and not as a penalty, a lost transaction fee shall be due and payable in addition to the accelerated amounts set forth herein and all other Obligations amounts payable hereunder or under this Financing Agreement and any other Loan Document Documents to be immediately be, whereupon the same shall become, forthwith due and payable, payable without presentment, demand, demand or protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and and in the case of any event described in Section 8.01(f) or Section 8.01(g), the commitment of each Lender to make Loans shall automatically terminate and the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement (including, without limitation, Section 6.13(f), all other Loan Documents and all of the rights and remedies of a secured party under the Uniform Commercial Code or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies anything contained in this Agreement or any to the contrary notwithstanding, equal to the full outstanding principal amounts of the other Loan DocumentsRevolving Credit Loans being accelerated multiplied by three percent (3%); PROVIDED, and none of which HOWEVER, that the lost transaction fee shall be exclusive. Without limiting paid by the generality of the foregoing, each Loan Party hereby authorizes the Administrative Agent (Borrower on Chase Manhattan Bank Rate Loans and each Consumer Receivable Obligor is hereby directed and authorized to recognize Libor Rate Loans only if such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables loans are accelerated on or prior to the date upon which such installment becomes duefirst Anniversary Date; (b) charge the Borrower the Default Rate of Interest on all then outstanding or thereafter incurred Obligations , Administrative PROVIDED (i) the Agent mayhas given the Borrower written notice of the Event of Default, at its election PROVIDED, HOWEVER, that no notice is required if the Event of Default is the Event listed in paragraph (but without any obligation to do soe), request Backup Servicing (f) or (g) of Section 12.01 hereof and (ii) the Borrower has failed to cure the Event of Default within ten (10) days after (x) the Agent deposited such notice in the United States mail or (y) the occurrence of the Event of Default listed in paragraph (e), (f) or (g) or Section 12.01 hereof; and (c) immediately terminate this Financing Agreement upon notice to give the Borrower; PROVIDED, HOWEVER, that no notice of such event termination is required if the Event of default to Default is the defaulting party or parties, and Administrative Agent shall have the right Event listed in paragraph (but not the obligatione), subject to (f) or (g) of Section 12.01 hereof. The exercise by the terms of such instruments, to accelerate payment of the unpaid balance Lenders of any option or remedy hereunder is not exclusive of such pledged Eligible Consumer Receivables in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (other option or any Person as remedy which may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable exercised at any time by the Loan Parties until such time as Lenders, acting through the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan PartiesAgent.

Acceleration of Obligations. Declare Upon the Outstanding Legal Balance occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Required Lenders declare that all Revolving Credit Loans provided for in this Financing Agreement shall be thereafter in the Agent's sole discretion and the obligation of the Lenders to make Revolving Credit Loans shall cease unless such Default is cured to the Required Lenders' satisfaction or such Event of Default is waived. If an Event of Default shall occur and be continuing, the Agent may, and if directed to do so by the Required Lenders shall, upon notice by the Agent to the Borrowers, (a) declare the Revolving Credit Commitments terminated, whereupon such Revolving Credit Commitments shall forthwith terminate immediately and any accrued fees shall forthwith become due and payable and all Obligations, and, as liquidated damages for loss of a bargain and not as a penalty, a lost transaction fee shall be due and payable in addition to the accelerated amounts set forth herein and all other Obligations amounts payable hereunder or under this Financing Agreement and any other Loan Document Documents to be immediately be, whereupon the same shall become, forthwith due and payable, payable without presentment, demand, demand or protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers, anything contained in this Financing Agreement to the contrary notwithstanding, equal to the full outstanding principal amounts of the Revolving Credit Loans being accelerated multiplied by three percent (3%); and and in (b) charge the case Borrowers the Default Rate of any event described in Section 8.01(fInterest on all then outstanding or thereafter incurred Obligations , PROVIDED (i) or Section 8.01(g), the commitment of each Lender to make Loans shall automatically terminate and Agent has given the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other Borrowers written notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, PROVIDED, HOWEVER, that no notice is required if the Administrative Agent may, and at Event of Default is the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement Event listed in paragraph (including, without limitation, Section 6.13(fe), all other Loan Documents (f) or (g) of Section 12.01 hereof and all (ii) the Borrowers have failed to cure the Event of Default within ten (10) days after (x) the rights and remedies of a secured party under Agent deposited such notice in the Uniform Commercial Code United States mail or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality of the foregoing, each Loan Party hereby authorizes the Administrative Agent (and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following y) the occurrence of an the Event of Default listed in paragraph (e), (f) or a Backup Servicing Trigger Event, to direct any (g) or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, Section 12.01 hereof; and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of (c) immediately terminate this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior Financing Agreement upon notice to the date upon which such installment becomes dueBorrowers; PROVIDED, Administrative Agent mayHOWEVER, at its election that no notice of termination is required if the Event of Default is the Event listed in paragraph (but without any obligation to do soe), request Backup Servicing Agent to give notice (f) or (g) of such event of default to Section 12.01 hereof. The exercise by the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), subject to the terms of such instruments, to accelerate payment of the unpaid balance Lenders of any option or remedy hereunder is not exclusive of such pledged Eligible Consumer Receivables in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivablesother option or remedy, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (or any Person as which may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable exercised at any time by the Loan Parties until such time as Lenders, acting through the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan PartiesAgent.

Acceleration of Obligations. Declare If any one or more of the Outstanding Legal Balance Events of Default shall at any time occur: (a) Lender may, by giving notice to the Borrower, thereupon be relieved of all of its obligations to make any Loans hereunder. (b) Lender may, by giving notice to the Borrower (in this Agreement and in the other Loan Documents called a “Notice of Acceleration”), declare all of the Obligations, including the entire unpaid principal of the Loans, all of the unpaid interest accrued thereon, and all (if any) other Obligations sums payable hereunder by the Borrower under this Agreement or under any of the other Loan Document Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 8.1(h), all of the Obligations, including the entire unpaid balance of the Loans, all of the unpaid interest accrued thereon and all (if any) other sums payable by the Borrower under this Agreement or any of the other Loan Documents shall automatically and immediately be due and payable without notice to the Borrower. Thereupon, all of such Obligations which are not already due and payable shall forthwith become and be absolutely and unconditionally due and payable, without presentment, demand, protest any further notice or any other notice formalities of any kind, all of which are hereby expressly waived by the Borrower; and irrevocably waived. (c) Lender may proceed to protect and in the case enforce all or any of any event described in Section 8.01(f) or Section 8.01(g)its rights, the commitment of each Lender to make Loans shall automatically terminate remedies, powers and the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders privileges under this Agreement (including, without limitation, Section 6.13(f), all or any of the other Loan Documents and all by action at law, suit in equity or other appropriate proceedings, whether for specific performance of the rights and remedies of a secured party under the Uniform Commercial Code or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies covenant contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality or in aid of the foregoingexercise of any power granted to Lender herein or therein, each Loan Party hereby authorizes the Administrative Agent including (without limitation) attaching any cash and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior to the date upon which such installment becomes due, Administrative Agent may, at its election (but without any obligation to do so), request Backup Servicing Agent to give notice of such event of default to the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), defaulted consumer credit card receivables subject to the terms of such instruments, to accelerate payment of the unpaid balance of any of such pledged Eligible Consumer Receivables a lien or security interest in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (or any Person as may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable by the Loan Parties until such time as the Discharge favor of Secured Obligations has occurred and this Party under the Security Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan Partiesotherwise.

Acceleration of Obligations. Declare (a) . If any one or more of the Outstanding Legal Balance Events of Default shall at any time occur, Agent may, and upon the request of the Requisite Lenders, shall, by giving notice to Borrowers (in this Agreement and in the other Loan Documents called a "Notice of Acceleration"), declare all of the Obligations, including the entire unpaid principal of the Notes, all of the unpaid interest accrued thereon, and all other Obligations sums (if any) payable hereunder by Borrowers under this Agreement, the Notes, the Letters of Credit or under any of the other Loan Document Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 9.1(h), all of the Obligations, including the entire unpaid balance of all of the Notes, all of the unpaid interest accrued thereon and all other sums (if any) payable by Borrowers under this Agreement, the Notes, the Letters of Credit or any of the other Loan Documents shall automatically and immediately be due and payable without notice to Borrowers. Thereupon, all of such Obligations which are not already due and payable shall forthwith become and be absolutely and unconditionally due and payable, without presentment, demand, protest any further notice or any other notice formalities of any kind, all of which are hereby expressly waived by and irrevocably waived. (aa) The phrase "termination of the BorrowerCredit Commitments and" is hereby deleted from Section 10.4(a) of the Credit Agreement. (bb) The first sentence of Section 10.19 of the Credit Agreement is deleted and replaced with the following: "Each Lender may, at its own cost and with prior notice to, and approval of, the other Lender, which approval shall not be unreasonably withheld or delayed, assign all or a portion of its rights and obligations under this Credit Agreement and the Notes to another financial institution reasonably acceptable to the remaining Lender; provided that for each such assignment, the parties thereto shall execute and deliver an assignment and assumption agreement, in the case form and substance acceptable to Agent, together with any Notes subject to such assignment. Further, notwithstanding any provision to the contrary in this Credit Agreement, if Provident assigns all or any portion of any event described in Section 8.01(f) or Section 8.01(g), the commitment of each Lender to make Loans shall automatically terminate its rights and obligations under this Credit Agreement and the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent mayNotes, and provided that Huntington has not assigned all or any portion of its rights and obligations under this Credit Agreement and the Notes, then, at the request of Huntington, Provident shall resign as Agent and Huntington shall be permitted to appoint the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement successor Agent. (including, without limitation, Section 6.13(f), all other Loan Documents and all cc) Article 11 of the rights Credit Agreement, Letters of Credit, is hereby deleted in its entirety and remedies replaced with Article 11, Letter of a secured party under the Uniform Commercial Code or under other applicable LawCredit, attached to and all other legal or equitable rights which the Administrative Agent, on behalf made part hereof as Exhibit C. (dd) Clauses (i) and (ii) of itself and the Secured Parties, may be entitled to under any Section 12.2(a) of the Loan DocumentsCredit Agreement, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreementsNotices, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality of the foregoing, each Loan Party hereby authorizes the Administrative Agent (and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance replaced with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same notice addresses set forth in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior to the date upon which such installment becomes due, Administrative Agent may, at its election (but without any obligation to do so), request Backup Servicing Agent to give notice of such event of default to the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), subject to the terms of such instruments, to accelerate payment of the unpaid balance of any of such pledged Eligible Consumer Receivables in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (or any Person as may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable by the Loan Parties until such time as the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan Parties16 hereof.

Acceleration of Obligations. Declare If any one or more of the Outstanding Legal Balance Events of Default shall at any time occur and be continuing: (a) National City shall, by giving notice to Borrower (a "NOTICE OF ACCELERATION"), declare all of the Obligations, including the entire unpaid principal of the Notes, all of the unpaid interest accrued thereon, and any and all other Obligations sums payable hereunder by Borrower under this Agreement, the Notes, or under any of the other Loan Document Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 6.1(h) or (g), all of the Obligations, including the entire unpaid balance of all of the Notes, all of the unpaid interest accrued thereon and all (if any) other sums payable by Borrower under this Agreement, the Notes or any of the other Loan Documents shall automatically and immediately be due and payable without notice to Borrower; and except further that if there shall be an Event of Default under Section 6.1(g) or (h), and if National City, in accordance with the terms of this Agreement, shall give a Notice of Acceleration to Borrower, Borrower shall not be required to pay any prepayment penalties in connection with the acceleration of any of the Obligations of Borrower. Thereupon, all of such Obligations which are not already due and payable shall forthwith become absolutely and unconditionally due and payable, without presentment, demand, protest or any further notice or any other notice formalities of any kind, all of which are hereby expressly waived by the Borrower; and irrevocably waived. (b) National City may proceed to protect and in the case enforce all or any of any event described in Section 8.01(f) or Section 8.01(g)its rights, remedies, powers and privileges under this Agreement, the commitment of each Lender to make Loans shall automatically terminate and the Outstanding Legal Balance and all other Obligations payable hereunder Notes or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement (including, without limitation, Section 6.13(f), all other Loan Documents and all by action at law, suit in equity or other appropriate proceedings, whether for specific performance of the rights and remedies of a secured party under the Uniform Commercial Code or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies covenant contained in this Agreement Agreement, any Note or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality or in aid of the foregoing, each Loan Party hereby authorizes the Administrative Agent (and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following the occurrence of an Event of Default or a Backup Servicing Trigger Event, to direct any or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior to the date upon which such installment becomes due, Administrative Agent may, at its election (but without any obligation to do so), request Backup Servicing Agent to give notice of such event of default to the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), subject to the terms of such instruments, to accelerate payment of the unpaid balance exercise of any of such pledged Eligible Consumer Receivables in default and power granted to enforce any remedies available to the holder of such pledged Eligible Consumer Receivables, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (National City herein or any Person as may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable by the Loan Parties until such time as the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan Partiestherein.

Acceleration of Obligations. Declare Upon the Outstanding Legal Balance occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Required Lenders declare that all Revolving Credit Loans provided for in this Financing Agreement shall be thereafter in the Agent’s sole discretion and the obligation of the Lenders to make Revolving Credit Loans shall cease unless such Default is cured to the Required Lenders’ satisfaction or such Event of Default is waived. If an Event of Default shall occur and be continuing, the Agent may, and if directed to do so by the Required Lenders shall, upon notice by the Agent to the Borrowers, (a) declare the Revolving Credit Commitments terminated, whereupon such Revolving Credit Commitments shall forthwith terminate immediately and any accrued fees shall forthwith become due and payable and all Obligations, and, as liquidated damages for loss of a bargain and not as a penalty, a lost transaction fee shall be due and payable in addition to the accelerated amounts set forth herein and all other Obligations amounts payable hereunder or under this Financing Agreement and any other Loan Document Documents to be immediately be, whereupon the same shall become, forthwith due and payable, payable without presentment, demand, demand or protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrowers, anything contained in this Financing Agreement to the contrary notwithstanding, equal to the full outstanding principal amounts of the Revolving Credit Loans being accelerated multiplied by two percent (2%); and and in (b) charge the case Borrowers the Default Rate of any event described in Section 8.01(fInterest on all then outstanding or thereafter incurred Obligations, provided (i) or Section 8.01(g), the commitment of each Lender to make Loans shall automatically terminate and Agent has given the Outstanding Legal Balance and all other Obligations payable hereunder or under any other Loan Document shall automatically become due and payable, in each case without presentment, demand, protest or other Borrowers written notice of any kind, all of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, provided, however, that no notice is required if the Administrative Agent may, and at Event of Default is the request of the Required Lenders shall, exercise on behalf of itself and Lenders all rights and remedies available to it and Lenders under this Agreement Event listed in paragraph (including, without limitation, Section 6.13(fe), all other Loan Documents (f) or (g) of Section 12.01 hereof and all (ii) the Borrowers have failed to cure the Event of Default within ten (10) days after (x) the rights and remedies of a secured party under Agent deposited such notice in the Uniform Commercial Code United States mail or under other applicable Law, and all other legal or equitable rights which the Administrative Agent, on behalf of itself and the Secured Parties, may be entitled to under any of the Loan Documents, and to issue notices of exclusive control under any or all Account Control Agreements and/or all other deposit account control agreements or security account control agreements, if any, all of which rights shall be cumulative and shall be in addition to any other rights or remedies contained in this Agreement or any of the other Loan Documents, and none of which shall be exclusive. Without limiting the generality of the foregoing, each Loan Party hereby authorizes the Administrative Agent (and each Consumer Receivable Obligor is hereby directed and authorized to recognize such authorization), following y) the occurrence of an the Event of Default listed in paragraph (e), (f) or a Backup Servicing Trigger Event, to direct any (g) or all Consumer Receivable Obligors to make all further payments on Eligible Consumer Receivables in accordance with the directions of the Administrative Agent. Following the occurrence of a Backup Servicing Trigger Event, Administrative Agent shall have the right to require that all payments becoming due under such pledged Eligible Consumer Receivable be paid directly to Administrative Agent, Section 12.01 hereof; and Administrative Agent is hereby authorized to receive, collect, hold, and apply the same in accordance with the provisions of (c) immediately terminate this Agreement. In the event that following the occurrence of a Backup Servicing Trigger Event, Administrative Agent does not receive any installment of principal or interest due and payable under any of such pledged Eligible Consumer Receivables on or prior Financing Agreement upon notice to the date upon which such installment becomes dueBorrowers; provided, Administrative Agent mayhowever, at its election that no notice of termination is required if the Event of Default is the Event listed in paragraph (but without any obligation to do soe), request Backup Servicing Agent to give notice (f) or (g) of such event of default to Section 12.01 hereof. The exercise by the defaulting party or parties, and Administrative Agent shall have the right (but not the obligation), subject to the terms of such instruments, to accelerate payment of the unpaid balance Lenders of any option or remedy hereunder is not exclusive of such pledged Eligible Consumer Receivables in default and to enforce any remedies available to the holder of such pledged Eligible Consumer Receivablesother option or remedy, with respect to such event of default. Each Loan Party hereby further authorizes, directs, and empowers Administrative Agent (or any Person as which may be designated by Administrative Agent in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of such Loan Party and, upon such endorsements, to collect and receive the money therefor. Subject to applicable Laws, each Loan Party also authorizes Administrative Agent’s agents and advisors to conduct verifications of the pledged Eligible Consumer Receivables by contacting the related Consumer Receivable Obligors directly. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable exercised at any time by the Loan Parties until such time as Lenders, acting through the Discharge of Secured Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by the Loan PartiesAgent.