Common use of Acceleration of Obligations Clause in Contracts

Acceleration of Obligations. If any one or more of the 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 sums payable by the Borrower under this Agreement or any of the other Loan 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 any further notice or any other formalities of any kind, all of which are hereby expressly and irrevocably waived. (c) Lender may proceed to protect and enforce all or any of its rights, remedies, powers and privileges under this Agreement or any of the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant contained in this Agreement or any of the other Loan Documents, or in aid of the exercise of any power granted to Lender herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwise.

Acceleration of Obligations. If Declare the Outstanding Legal Balance and all other Obligations payable hereunder or under any one or more of the 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 sums payable by the Borrower under this Agreement or any of the other Loan Documents, Document 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 any further presentment, demand, protest or other notice or any other formalities of any kind, all of which are hereby expressly waived by the Borrower; and irrevocably waived. (cand in the case of any event described in Section 8.01(f) or Section 8.01(g), the commitment of each Lender may proceed to protect make Loans shall automatically terminate and enforce 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 its rightsany kind, remediesall of which are hereby expressly waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, powers the Administrative Agent may, and privileges 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 Loan Documents by action at lawdeposit account control agreements or security account control agreements, suit if any, all of which rights shall be cumulative and shall be in equity addition to any other rights or other appropriate proceedings, whether for specific performance of any covenant remedies contained in this Agreement or any of the other Loan Documents, or in aid and none of which shall be exclusive. Without limiting the generality of the exercise 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 power 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 Lender herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor the preceding sentence is irrevocable by the Loan Parties until such time as the Discharge of Secured Party under Obligations has occurred and this Agreement has terminated in accordance with Section 10.05, and the Security Agreement banks or otherwisebanks 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. If During the continuance of any one or more of the Events following events (each an “Event of Default Default”), all of the Obligations shall, at the Creditor’s sole option, be deemed to be forthwith due and payable for the purposes of this Surety Agreement, and the liabilities of the Sureties hereunder shall at be immediately due and payable and may be enforced, whether or not the Creditor elects to exercise any time occurof its rights or remedies against any other person or against any collateral, including without limitation any other Obligor: (a) Lender mayIf any event of default, by giving notice to default, breach or violation shall occur under this Surety Agreement, the BorrowerCredit Agreement, thereupon be relieved of all of its obligations to make the Notes, or any Loans hereunder.other Loan Documents; (b) Lender mayIf any of the Sureties or any Affiliate becomes insolvent or makes an assignment for the benefit of creditors, or if any petition is filed by giving notice or against any of the Sureties or any Affiliate under any provision of any state or federal law or statute alleging that any of the Sureties or any Affiliate is insolvent or unable to pay debts as they mature or under any provision of the Bankruptcy Reform Act of 1978, so amended (the “Bankruptcy Code”) which, in the case of an involuntary proceeding, shall continue for sixty (60) days without being stayed, set aside or vacated; or (c) If a final judgment or judgments for the payment of money (other than those which an insurance company has agreed in writing to pay) in excess of an aggregate of $250,000 is entered against any of the Sureties or any Affiliate which remains unsatisfied for fifteen (15) days or any attachment, levy or garnishment is issued against any property of any of the Sureties or any Affiliate; or (d) If any financial statement, representation, warranty, or certificate made or furnished by or on behalf of any of the Sureties or Debtor to the Borrower (Creditor in connection with this Agreement and in Surety Agreement, 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 sums payable by the Borrower under this Credit Agreement or any of the other Loan Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 8.1(h)is materially false, all of incorrect, or incomplete in any material respect on 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 any further notice or any other formalities of any kind, all date as of which are hereby expressly and irrevocably waivedmade. For purposes of this Section 6, “Affiliate” shall not include the individual Berman family members. (c) Lender may proceed to protect and enforce all or any of its rights, remedies, powers and privileges under this Agreement or any of the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant contained in this Agreement or any of the other Loan Documents, or in aid of the exercise of any power granted to Lender herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwise.

Acceleration of Obligations. If any one or more Upon the occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Events 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 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 sums payable by the Borrower under this Agreement or any of the other Loan Documents, to be immediately due and payable; except that if there shall be is waived. If an Event of Default under Section 8.1(h)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 of the Obligations, including the entire unpaid balance and, as liquidated damages for loss of the Loansa bargain and not as a penalty, 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 a lost transaction fee shall automatically and immediately be due and payable without notice in addition to the Borrower. Thereuponaccelerated amounts set forth herein and all other amounts payable under this Financing Agreement and any other Loan Documents to be, all of such Obligations which are not already whereupon the same shall become, forthwith due and payable shall forthwith become and be absolutely and unconditionally due and payablewithout presentment, without any further notice demand or any other formalities protest of any kind, all of which are hereby expressly and irrevocably waived. (c) Lender may proceed to protect and enforce all or any of its rightswaived by the Borrower, remedies, powers and privileges under this Agreement or any of the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant 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, HOWEVER, that the lost transaction fee shall be paid by the Borrower on Chase Manhattan Bank Rate Loans and Libor Rate Loans only if such loans are accelerated on or in aid prior to the first Anniversary Date; (b) charge the Borrower the Default Rate of Interest on all then outstanding or thereafter incurred Obligations , PROVIDED (i) the Agent has given the Borrower written notice of the Event of Default, PROVIDED, HOWEVER, that no notice is required if the Event of Default is the Event listed in paragraph (e), (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 the Borrower; PROVIDED, HOWEVER, that no notice of termination is required if the Event of Default is the Event listed in paragraph (e), (f) or (g) of Section 12.01 hereof. The exercise by the Lenders of any power granted to Lender herein option or thereinremedy hereunder is not exclusive of any other option or remedy which may be exercised at any time by the Lenders, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under acting through the Security Agreement or otherwiseAgent.

Acceleration of Obligations. If any one or more of the Events of Default shall at any time occur: (a) Lender If (i) a Promissory Note is issued to either Stockholder pursuant to Section 2.7(a)(i) above and is not paid in full (including accrued interest) within twelve (12) months of the original date of issuance, (ii) WMT fails to timely deliver a Promissory Note, a Warrant or Warrant Registration Rights Agreement to either Stockholder as required by Section 2.7(a), 2.7(b) or 2.7(c) above, (iii) WMT materially breaches the covenants set forth in Section 7.9 hereof, (iv) WMT does not timely pay the Adjustment Amount as set forth in Section 2.5, (v) WMT fails to timely pay accrued interest, when due, on any Promissory Note issued pursuant to Section 2.7(a), or (vi) in the event any insolvency or bankruptcy case or proceeding, or any receivership, liquidation or other similar case or proceeding in connection therewith, is filed by WMT or with respect to WMT by its creditors. and, after compliance with the procedures and providing the opportunity to cure as set forth in Sections 2.8(b), (c) and (d) and (e) below, such act or omission has not been, or cannot be, cured or corrected, each affected Stockholder may, in his sole discretion, declare all unpaid Installment Payments, Earn-out Payments and Promissory Notes in default and demand payment pursuant to this Section 2.8(a) by giving providing WMT with a notice of its intent to so accelerate such obligations (the "Acceleration Notice"). WMT shall, within thirty (30) days of the receipt of the Acceleration Notice, pay, in a lump sum, (A) to Stockholder 1 (if there shall be a default in the obligations to Stockholder 1), the aggregate amount of $10,200,000 plus accrued interest, if any, on outstanding Promissory Notes originally issued to Stockholder 1 minus any Installment Payments or Earn-out Payments or principal payments on Promissory Notes received by Stockholder 1 or any assignee thereof prior to such date, and (B) to Stockholder 2 (if there shall be a default in the obligations to Stockholder 2), an aggregate amount equal to $9,800,000 plus accrued interest, if any, on outstanding Promissory Notes originally issued to Stockholder 2 minus any Installment Payments or Earn-out Payments or principal payments on Promissory Notes received by Stockholder 2 or any assignee thereof prior to such date. Upon such payment, the Installment Payment and the Earn-out Payment, and any related outstanding Promissory Note, shall be deemed satisfied in full. Such payments under this Section 2.8(a) are in lieu of any further Installment Payments, Earn-out Payments, payments under the Promissory Notes or other payments hereunder or thereunder. To the extent any of the Promissory Notes have been properly assigned prior to such date, payments shall be made to the Borrowerthen holder or holders of such Promissory Notes of the outstanding principal and interest thereon in cancellation thereof, thereupon and the payments otherwise due hereunder to Stockholder 1 or Stockholder 2, as the case may be, shall be relieved of all of its obligations to make any Loans hereundercorrespondingly reduced on a dollar-for-dollar basis by such payments. (b) Lender mayIn the event that a Stockholder believes that an act or omission set forth in clause (i), by giving (ii), (iii), (iv), (v) or (vi) of Section 2.8(a) has occurred, either Stockholder may provide written notice to WMT of the Borrower acts or omissions complained of, giving reasonably specific details, and to the extent it believes such act or omission may be cured or corrected, the actions required to cure or correct such acts or omissions (in this Agreement and in the other Loan Documents called a "Notice of AccelerationCure Notice"), 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 sums payable by the Borrower under this Agreement or any of the other Loan 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 any further notice or any other formalities of any kind, all of which are hereby expressly and irrevocably waived. (c) Lender may proceed The following procedures set forth in this Section 2.8(c) shall apply only with respect to protect and enforce all or any a Cure Notice complaining of its rights, remedies, powers and privileges under this Agreement or any of the other Loan Documents acts of omissions described in clauses (iv), (v) and (vi) of Section 2.8(a) above. WMT shall be given a period of ten (10) business days after receipt of a Cure Notice (30 days with respect to clause (vi)) in which to cure or correct the act or omission complained of therein, and if such acts or omissions are not cured or corrected by action at lawthe end of such cure period, suit such affected Stockholder shall then have the right to declare all unpaid Installment Payments, Earn-out Payments and Promissory Notes in equity default by delivering an Acceleration Notice to WMT pursuant to Section 2.8(a). If the acts or other appropriate proceedingsomissions complained of are cured or corrected during such ten (10) business day cure period or thirty (30) day cure period, whether as the case may be, such Stockholder shall not be entitled to accelerate such obligations for specific performance of any covenant contained the acts or omissions set forth in such Cure Notice. (d) The following procedures set forth in this Agreement or Section 2.8(d) shall apply only with respect to a Cure Notice relating to Section 2.8(a)(iii) complaining of any of the other Loan Documentsacts or omissions described in clauses (i), (ii) and (iii) of Section 7.9 hereof. WMT shall be given a period of ten (10) business days (thirty (30) days with respect to acts or omissions relating to clause (iii) of Section 7.9 hereof) after receipt of a Cure Notice in which to cure or correct the act or omission complained of therein, and if such acts or omissions are not cured or corrected by the end of such applicable cure period, or by their nature cannot be cured or corrected, such affected Stockholder shall then have the right to declare all unpaid Installment Payments, Earn-out Payments and Promissory Notes in aid default by delivering an Acceleration Notice to WMT pursuant to Section 2.8(a). If the acts or omissions complained of are cured or corrected during such ten (10) business day cure period or thirty (30) day cure period, as the case may be, such Stockholder shall not be entitled to accelerate such obligations for the acts or omissions set forth in such Cure Notice. (e) The following procedures set forth in this Section 2.8(e) shall apply only with respect to a Cure Notice complaining of any of the exercise acts or omissions described in clauses (i) and (ii) of Section 2.8(a) above. The parties recognize that the provisions regarding payment on an accelerated basis of the Installment Payments, Earn-out Payments and Promissory Notes set forth in this Section 2.8 can impose a severe and unexpected burden on WMT and that a bona fide dispute can arise as to the proper characterization for these purposes of acts or omissions which could give rise to such acceleration of payment or as to the appropriateness of any power granted offsets to Lender herein amounts owed pursuant to Section 9.1 or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwise9.

Acceleration of Obligations. If any one or more of the 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 sums payable by the Borrower under this Agreement or any of the other Loan 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 any further notice or any other formalities of any kind, all of which are hereby expressly and irrevocably waived. (c) Lender may proceed to protect and enforce all or any of its rights, remedies, powers and privileges under this Agreement or any of the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant contained in this Agreement or any of the other Loan Documents, or in aid of the exercise of any power granted to Lender herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwise.

Acceleration of Obligations. (a) . If any one or more of the Events of Default shall at any time occur: (a) Lender , Agent may, and upon the request of the Requisite Lenders, shall, 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 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 LoansNotes, all of the unpaid interest accrued thereon, and all other sums (if any) other sums payable by the Borrower Borrowers under this Agreement Agreement, the Notes, the Letters of Credit or any of the other Loan Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 8.1(h9.1(h), all of the Obligations, including the entire unpaid balance of all of the LoansNotes, all of the unpaid interest accrued thereon and all other sums (if any) other sums payable by the Borrower Borrowers under this Agreement 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 the BorrowerBorrowers. Thereupon, all of such Obligations which are not already due and payable shall forthwith become and be absolutely and unconditionally due and payable, without any further notice or any other formalities of any kind, all of which are hereby expressly and irrevocably waived. (caa) The phrase "termination of the Credit 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 proceed 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 protect another financial institution reasonably acceptable to the remaining Lender; provided that for each such assignment, the parties thereto shall execute and enforce deliver an assignment and assumption agreement, in the 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 its rights, remedies, powers rights and privileges obligations under this Credit Agreement and the Notes, 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 successor Agent. (cc) Article 11 of the other Loan Documents by action at lawCredit Agreement, suit Letters of Credit, is hereby deleted in equity or other appropriate proceedingsits entirety and replaced with Article 11, whether for specific performance Letter of any covenant contained in this Agreement or any Credit, attached to and made part hereof as Exhibit C. (dd) Clauses (i) and (ii) of Section 12.2(a) of the other Loan DocumentsCredit Agreement, or Notices, is hereby replaced with the notice addresses set forth in aid of the exercise of any power granted to Lender herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwiseSection 16 hereof.

Acceleration of Obligations. If any one or more of the Events of Default shall at any time occuroccur and be continuing: (a) Lender mayNational City shall, 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 AccelerationNOTICE OF ACCELERATION"), declare all of the Obligations, including the entire unpaid principal of the LoansNotes, all of the unpaid interest accrued thereon, and any and all (if any) other sums payable by the Borrower under this Agreement Agreement, the Notes, or any of the other Loan Documents, to be immediately due and payable; except that if there shall be an Event of Default under Section 8.1(h6.1(h) or (g), all of the Obligations, including the entire unpaid balance of all of the LoansNotes, all of the unpaid interest accrued thereon and all (if any) other sums payable by the Borrower under this Agreement 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 and be absolutely and unconditionally due and payable, without presentment, demand, protest or any further notice or any other formalities of any kind, all of which are hereby expressly and irrevocably waived. (cb) Lender National City may proceed to protect and enforce all or any of its rights, remedies, powers and privileges under this Agreement Agreement, the Notes or any of the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant contained in this Agreement Agreement, any Note or any of the other Loan Documents, or in aid of the exercise of any power granted to Lender National City herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwise.

Acceleration of Obligations. If any one or more Upon the occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Events 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 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 sums payable by the Borrower under this Agreement or any of the other Loan Documents, to be immediately due and payable; except that if there shall be is waived. If an Event of Default under Section 8.1(h)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 of the Obligations, including the entire unpaid balance and, as liquidated damages for loss of the Loansa bargain and not as a penalty, 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 a lost transaction fee shall automatically and immediately be due and payable without notice in addition to the Borrower. Thereuponaccelerated amounts set forth herein and all other amounts payable under this Financing Agreement and any other Loan Documents to be, all of such Obligations which are not already whereupon the same shall become, forthwith due and payable shall forthwith become and be absolutely and unconditionally due and payablewithout presentment, without any further notice demand or any other formalities protest of any kind, all of which are hereby expressly waived by the Borrowers, 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%); (b) charge the Borrowers the Default Rate of Interest on all then outstanding or thereafter incurred Obligations , PROVIDED (i) the Agent has given the Borrowers written notice of the Event of Default, PROVIDED, HOWEVER, that no notice is required if the Event of Default is the Event listed in paragraph (e), (f) or (g) of Section 12.01 hereof and irrevocably waived. (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) Lender may proceed immediately terminate this Financing Agreement upon notice to protect and enforce all the Borrowers; PROVIDED, HOWEVER, that no notice of termination is required if the Event of Default is the Event listed in paragraph (e), (f) or any (g) of its rights, remedies, powers and privileges under this Agreement or any of Section 12.01 hereof. The exercise by the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance Lenders of any covenant contained in this Agreement option or any of the other Loan Documents, or in aid of the exercise remedy hereunder is not exclusive of any power granted to Lender herein other option or thereinremedy, including (without limitation) attaching which may be exercised at any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under time by the Security Agreement or otherwiseLenders, acting through the Agent.

Acceleration of Obligations. If any one or more of the Events of Default shall at any time occur: (a) Lender If (i) a Promissory Note is issued to either Stockholder pursuant to SECTION 2.7 above and is not paid in full (including accrued interest) within twelve (12) months of the original date of issuance, (ii) WMT fails to timely deliver a Promissory Note to either Stockholder as required by SECTION 2.7 above, -5- CONFIDENTIAL TREATMENT (iii) WMT materially breaches the covenants set forth in SECTION 7.9 hereof, (iv) WMT does not timely pay the Adjustment Amount as set forth in SECTION 2.55, (v) WMT fails to timely pay accrued interest, when due, on any Promissory Note issued pursuant to SECTION 2.7, or (vi) in the event any insolvency or bankruptcy case or proceeding, or any receivership, liquidation or other similar case or proceeding in connection therewith, is filed by WMT or with respect to WMT by its creditors. and, after compliance with the procedures and providing the opportunity to cure as set forth in SECTIONS 2.8(B), (C) and (D) and (E) below, such act or omission has not been, or cannot be, cured or corrected, each affected Stockholder 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")his sole discretion, declare all unpaid Installment Payments, Earn-out Payments and Promissory Notes in default and demand payment pursuant to this SECTION 2.8(A) by providing WMT with a notice of its intent to so accelerate such obligations (the "Acceleration Notice"). WMT shall, within thirty (30) days of the Obligations, including the entire unpaid principal receipt of the LoansAcceleration Notice, all of the unpaid interest accrued thereonpay, and all in a lump sum, (if anyA) other sums payable by the Borrower under this Agreement or any of the other Loan Documents, to be immediately due and payable; except that Stockholder 1 (if there shall be an Event of Default under Section 8.1(ha default in the obligations to Stockholder 1), all the aggregate amount of the Obligations$4,550,000 plus accrued interest, including the entire unpaid balance of the Loansif any, all of the unpaid interest accrued thereon on outstanding Promissory Notes originally issued to Stockholder 1 minus any Installment Payments or Earn-out Payments or principal payments on Promissory Notes received by Stockholder 1 or any assignee thereof prior to such date, and all to Stockholder 2 (if there shall be a default in the obligations to Stockholder 2), an aggregate amount equal to $7,800,000 plus accrued interest, if any) other sums payable , on outstanding Promissory Notes originally issued to Stockholder 2 minus any Installment Payments or Earn-out Pay Payments or principal payments on Promissory Notes received by Stockholder 2 or any assignee thereof prior to such date. Upon such payment, the Borrower Installment Payment and the Earn-out Payment, and any related outstanding Promissory Note, shall be deemed satisfied in full. Such payments under this Agreement SECTION 2.8(A) are in lieu of any further Installment Payments, Earn-out Payments, payments under the Promissory Notes or other payments hereunder or thereunder. To the extent any of the other Loan Documents Promissory Notes have been properly assigned prior to such date, payments shall automatically and immediately be due and payable without notice made to the Borrower. Thereupon, all then holder or holders of such Obligations which are not already due and payable shall forthwith become and be absolutely and unconditionally due and payable, without any further notice or any other formalities of any kind, all of which are hereby expressly and irrevocably waived. (c) Lender may proceed to protect and enforce all or any of its rights, remedies, powers and privileges under this Agreement or any Promissory Notes of the other Loan Documents outstanding principal and interest thereon in cancellation thereof, and the payments otherwise due hereunder to Stockholder 1 or Stockholder 2, as the case may be, shall be -6- correspondingly reduced on a dollar-for-dollar basis by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant contained in this Agreement or any of the other Loan Documents, or in aid of the exercise of any power granted to Lender herein or therein, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under the Security Agreement or otherwisesuch payments."

Acceleration of Obligations. If any one or more Upon the occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Events 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 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 sums payable by the Borrower under this Agreement or any of the other Loan Documents, to be immediately due and payable; except that if there shall be is waived. If an Event of Default under Section 8.1(h)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 of the Obligations, including the entire unpaid balance and, as liquidated damages for loss of the Loansa bargain and not as a penalty, 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 a lost transaction fee shall automatically and immediately be due and payable without notice in addition to the Borrower. Thereuponaccelerated amounts set forth herein and all other amounts payable under this Financing Agreement and any other Loan Documents to be, all of such Obligations which are not already whereupon the same shall become, forthwith due and payable shall forthwith become and be absolutely and unconditionally due and payablewithout presentment, without any further notice demand or any other formalities protest of any kind, all of which are hereby expressly and irrevocably waived. (c) Lender may proceed to protect and enforce all or any of its rightswaived by the Borrowers, remedies, powers and privileges under this Agreement or any of the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance of any covenant 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, however, that the lost transaction fee shall be paid by the Borrowers on Chase Manhattan Bank Rate Loans and Libor Rate Loans only if such loans are accelerated on or in aid prior to the first Anniversary Date; [STILL APPLY?] (b) charge the Borrowers the Default Rate of Interest on all then outstanding or thereafter incurred Obligations , provided (i) the Agent has given the Borrowers written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the Event listed in paragraph (e), (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 the Borrowers; provided, however, that no notice of termination is required if the Event of Default is the Event listed in paragraph (e), (f) or (g) of Section 12.01 hereof. The exercise by the Lenders of any power granted to Lender herein option or thereinremedy hereunder is not exclusive of any other option or remedy which may be exercised at any time by the Lenders, including (without limitation) attaching any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under acting through the Security Agreement or otherwiseAgent.

Acceleration of Obligations. If any one or more Upon the occurrence of a Default and/or an Event of Default, the Agent may (at its option) and shall at the written direction of the Events 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 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 sums payable by the Borrower under this Agreement or any of the other Loan Documents, to be immediately due and payable; except that if there shall be is waived. If an Event of Default under Section 8.1(h)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 of the Obligations, including the entire unpaid balance and, as liquidated damages for loss of the Loansa bargain and not as a penalty, 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 a lost transaction fee shall automatically and immediately be due and payable without notice in addition to the Borrower. Thereuponaccelerated amounts set forth herein and all other amounts payable under this Financing Agreement and any other Loan Documents to be, all of such Obligations which are not already whereupon the same shall become, forthwith due and payable shall forthwith become and be absolutely and unconditionally due and payablewithout presentment, without any further notice demand or any other formalities protest of any kind, all of which are hereby expressly waived by the Borrowers, 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%); (b) charge the Borrowers the Default Rate of Interest on all then outstanding or thereafter incurred Obligations, provided (i) the Agent has given the Borrowers written notice of the Event of Default, provided, however, that no notice is required if the Event of Default is the Event listed in paragraph (e), (f) or (g) of Section 12.01 hereof and irrevocably waived. (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) Lender may proceed immediately terminate this Financing Agreement upon notice to protect and enforce all the Borrowers; provided, however, that no notice of termination is required if the Event of Default is the Event listed in paragraph (e), (f) or any (g) of its rights, remedies, powers and privileges under this Agreement or any of Section 12.01 hereof. The exercise by the other Loan Documents by action at law, suit in equity or other appropriate proceedings, whether for specific performance Lenders of any covenant contained in this Agreement option or any of the other Loan Documents, or in aid of the exercise remedy hereunder is not exclusive of any power granted to Lender herein other option or thereinremedy, including (without limitation) attaching which may be exercised at any cash and defaulted consumer credit card receivables subject to a lien or security interest in favor of Secured Party under time by the Security Agreement or otherwiseLenders, acting through the Agent.