Common use of Default by Borrower Clause in Contracts

Default by Borrower. (i) Bank may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be permitted by the applicable MSLA. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLA.

Default by Borrower. (i) Bank may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s 's reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s 's failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be permitted by the applicable MSLA. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s 's reasonable judgment under the applicable MSLA.

Default by Borrower. (i) Bank may assume (unless Borrower shall be deemed to be in default under this agreement and all of the Loan Documents given in connection herewith on the happening of any one of the elements of default as defined below. A. Failure by Borrower to pay any principal and interest on the promissory note covered under this agreement as the same becomes due and payable, whether at maturity or by acceleration of maturity. B. Default in the observance or performance of any of the covenants, warranties, and representations, conditions, and agreements on the part of Borrower contained in this agreement or the Loan Documents. C. The use of the loan funds by Borrower for purposes other than the intended purposes specified herein. D. Any false, misleading, or untrue representation or warranties made by Borrower in any material respect in any financial statement furnished by Borrower to Lender. E. Any elements of default as set forth in any of the Loan Documents shall also be deemed an element of default under the provisions of this agreement. Each of the above shall be deemed an element of default, the occurrence of which shall, at the option of Lender, mature all sums then due and owing to Lender and said sums then due and owing shall be due and payable on demand, without presentation, protest or notice of any kind, all of which are expressly waived by Borrower, including notice of intent to accelerate the maturity and acceleration of maturity. Lender’s failure to exercise this option at any point in time shall in no way invalidate its right to exercise the option in future default situations. TULIA EDC - XXXXX & RAY’S GARAGE LOAN AGREEMENT PAGE 8 Should it has actual knowledge become necessary to collect the monetary obligations of this Agreement through an attorney, Borrower agrees to pay all costs of collecting these monies, including reasonable attorneys’ fees to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be extent permitted by the applicable MSLAlaw, whether collected by suit, foreclosure, or otherwise. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLA.

Default by Borrower. (i) Bank Chase may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(iiss.ss.5(f) and Sections 7(b)-(c) hereof), Bank Chase shall have no responsibility for any breach of any obligation obligation, by any Borrower under or in connection with any MSLA or Loan. Bank Chase shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank Chase shall not be liable as a result of taking or omitting to take any action, action provided that Bank Chase shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank Chase shall then, in addition to taking whatever action may be required by Section 7(c) hereofss.7(c), take whatever action it its deems appropriate in accordance with general market practice and Bank’s Chase's reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s 's failure timely to have returned Securities on Loan or, where Bank Chase deems it necessary, such other action as may be permitted by the applicable MSLA, including collecting any applicable penalties or fines. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank Chase shall then, in addition to taking whatever action may be required by Section 7(c) hereofss.7(c), take such action as its deems appropriate in accordance with Bank’s Chase's reasonable judgment under the applicable MSLA.

Default by Borrower. a. In the event default occurs in the payment to Seller of principal or interest on the Loan, Seller at its option, but without obligation to do so, may re-purchase any or all Purchasers' interests in the Loan. b. In the event Seller is unable to collect any sums when due on the Loan, after exercising reasonable efforts to do so, Seller shall give notice thereof to Purchaser, and, Seller may, if it determines it is in the best interest of the Participants, proceed to foreclose upon the Collateral securing the Loan by appropriate proceedings, or sale in lieu of foreclosure. Seller shall in no way be required to take title to the Collateral in its own name. If Seller determines necessary, Seller may create a separate entity as an Extraordinary Expense to take title to the Collateral. c. If Seller or another designated entity shall acquire title to any of the Property or Collateral covered by the Loan Documents after, or in lieu of, foreclosure, all monies received or collected by it (including, but not limited to, proceeds of title insurance claims) from the operation of or sale of such property shall be applied in the following order of priority: (i) Bank may assume (unless it has actual knowledge First, to the contrary) that any representations made reimbursement of Extraordinary Expenses to the extent advanced by a Borrower in connection with any Loan are true, that no event which is or may become an Event the Participants on the basis of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith.their respective Percentage Interests; (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant Second, to the applicable MSLA fails to return payment of any Securities reconveyance fees, prepayment penalties on Loan when due thereunder for reasons other than relating to the solvency basis set forth in clause (iii) of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c5(a) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be permitted by the applicable MSLA.; (iii) If Third, to the payment of the entire amount then due and payable under the Loan Documents for accrued interest in accordance with the terms thereof, on the basis and in the manner required by clause (iv) of Section 5(a) hereof (subject to the provisions of Section 5(b) hereof); (iv) Fourth, to the payment of the outstanding principal balance of the Loan in the manner required by clause (v) of Section 5(a) hereof (subject to the provisions of Section 5(b) hereof); (v) Fifth, to the payment of all accrued but unpaid liquidated damages and late fees or charges (other than interest and loan fees) which shall be paid solely to Seller; and (vi) Sixth, any Borrower surplus shall be paid to Seller and Purchaser in accordance with their respective Percentage Interests provided that no Participant which is then in default of its obligations hereunder shall in any event receive more than the unpaid principal balance it has advanced in respect of the Loan. d. In the event any or all of the Collateral encumbered by the Loan Documents, including the Property, are acquired by foreclosure, or by deed in lieu of foreclosure, at a time when both Seller and Purchaser have an interest in the Loan, they shall have an undivided interest in such Collateral equal to any Loan effected pursuant hereto and the amount of their then respective Percentage Interests as tenants in common. e. In the event Seller shall purchase the interest of Purchaser pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating provisions of this Section 13, the purchase price shall be equal to the solvency sum of: (i) all accrued but unpaid interest in respect of principal advanced by the Borrowerselling party to which such party is entitled and such other amounts accrued but unpaid to the selling party pursuant to Section 5 hereof through the date of such purchase, Bank shall thenand, in addition to taking whatever action may be required (ii) all principal advanced by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLAselling party and subtracting from the foregoing sum unreimbursed Extraordinary Expenses advanced by the purchasing party.

Default by Borrower. (iIn the event of any default by Borrower, at ------------------- Lender's election Lender may, with or without Notice, demand, or legal process, declare the entire net principal balance of Borrower's indebtedness to Lender under this or any other agreement immediately due and payable, together with all accrued interest and fees, and terminate any and all commitment(s) Bank may assume (unless it has actual knowledge of Lender hereunder. To the extent permitted by applicable law, Borrower hereby waives presentment, protest, demand, notice of dishonor, notice of intent to accelerate and notice of acceleration and all other notices and demands to which Borrower might otherwise be entitled prior to Lender taking action to enforce any of its rights. Lender shall have the following rights and remedies in addition to the contraryright to accelerate: (a) that any representations made by All of the rights and remedies of a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations secured party under the Uniform Commercial Code of the State where such rights and remedies are asserted, or under other applicable MSLA. Subject to Sections 5(f)(i)-(ii) law, all of which rights and Sections 7(b)-(c) hereofremedies shall be cumulative, Bank and none of which shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any actionexclusive, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall thenextent permitted by law, in addition to taking whatever action any other rights and remedies contained in this Agreement; (b) The right to appointment of a receiver; (c) The right to: (i) enter upon the premises of Borrower, or any other place or places where the Collateral is located and kept, through self-help and without judicial process, without first obtaining a final judgment or giving Borrower Notice and opportunity for a hearing on the validity of Lender's claim and without any obligation to pay rent to Borrower, and remove the Collateral therefrom to the premises of Lender or any agent of Lender, for such time as Lender may desire, in order to effectively collect or liquidate the Collateral; (ii) require Borrower to assemble the Collateral and make it available to Lender at a place to be designated by Lender, in its sole discretion; (iii) open and redirect Borrower's mail in order to take possession of and realize on the Collateral; (iv) sell, lease or to otherwise dispose of all or any Collateral in its then condition, or after any further repair or modification thereof, at public or private sale or sales, with such notice as may be required by Section 7(claw, in lots or in bulk, for cash or on credit, all as Lender, in its sole discretion, may deem advisable; and such sales may be adjourned from time to time with or without Notice; (v) hereofterminate Borrower's dealer agreements if necessary to accomplish manufacturer repurchase; and (vi) enforce Borrower's rights under its dealer agreements, take whatever action including the right to manufacturer repurchase. Lender shall have the right to conduct such sales on Borrower's premises or elsewhere and shall have the right to use Borrower's premises without charge for such sales for such time or times as Lender may see fit. Lender is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks and advertising matter, or any property of a similar nature, as it deems appropriate pertains to the Collateral, in accordance with general market practice advertising for sale and Bank’s reasonable judgmentselling any Collateral, includingand Borrower's rights under all licenses and all franchise agreements shall inure to Lender's benefit. Lender may purchase all or any part of the Collateral at public or, but not necessarily limited toif permitted by law, claiming compensation private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against Borrower's obligations to Lender. The proceeds realized from such Borrower on behalf the sale of Lender any Collateral shall be applied in the event a trade executed order determined by Lender fails on account to the costs, expenses and attorneys' and paralegal fees and expenses incurred by Lender for collection and for acquisition, completion, protection, removal, storage, sale and delivery of such the Collateral; to the interest and fees due hereunder; and to the principal of Borrower’s failure timely 's debt to have returned Securities on Loan orLender. Without limitation, where Bank deems it necessaryBorrower agrees that any judicial sale of Collateral, such any repurchase of a motor vehicle by a seller pursuant to a repurchase agreement between Lender or Borrower and the seller, and any private or auction sale of inventory in "as is" condition to other action as may dealers upon five (5) days' written Notice to Borrower and within six months of repossession, shall be permitted a commercially reasonable method of disposition. Borrower shall be liable to Lender for any deficiency following Lender's disposition of the Collateral regardless of any subsequent disposition of the Collateral by the applicable MSLA. (iii) purchaser. Borrower is not a beneficiary of, and has no right to compel Lender to enforce, any repurchase agreement. If any Borrower with respect to any Loan effected pursuant hereto and pursuant to surplus remains after the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency disposition of all of the Collateral Lender shall remit the surplus to Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLA.

Default by Borrower. (i) Bank Lending Agent may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank Lending Agent shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank Lending Agent shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank Lending Agent shall not be liable as a result of taking or omitting to take any action, provided that Bank Lending Agent shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank Lending Agent shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s Lending Agent's reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender (and the relevant Portfolio) in the event a trade trade, on behalf of the relevant Portfolio, executed by Lender fails on account of such Borrower’s 's failure timely to have returned Securities on Loan or, where Bank Lending Agent deems it necessary, such other action as may be permitted by the applicable MSLA. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank Lending Agent shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s Lending Agent's reasonable judgment under the applicable MSLA.

Default by Borrower. Should Borrower fail to make payment of any installment or other sum within ten (i10) Bank may assume days after the date when due, or should Borrower fail to perform any other provision or condition contained in this Note or in any instrument securing this Note, within twenty (unless it has actual knowledge 20) days after written notice of default is given by Lender, this Note shall be in default, and the whole sum of principal and interest shall become immediately due at the option of Lender and regardless of any prior forbearance. Interest shall accrue following any event of default hereunder at the rate set forth in this Note, plus five percentage points (5.00%). As used in this Note and in the Loan Documents (as hereinafter defined) an event of default shall include, but shall not be limited to: a. Any payment or sum required by this Note or the Loan Documents is not received by Lender within ten (10) days after its due date; or b. Borrower fails to perform any other obligation required under this Note or the contraryLoan Documents, or does any act or allows any condition to occur or exist which is prohibited under this Note or the Loan Documents, which is not cured within twenty (20) that days after written notice of default by Lender; or c. Borrower fails to comply with any representations other agreement in any of the documents and agreements forming a part of the transaction of which this Note is a part, including the Loan Documents, which is not cured within twenty (20) days after written notice of default by Lender; or d. Any representation or warranty made by a Borrower herein or in any of the Loan Documents, or otherwise in connection with the application for or making of this loan, proves to be untrue, or Borrower has omitted or failed to disclose a material fact to Lender at any time prior to the date of this Note which if disclosed would have had a significant impact on Lender's decision whether to approve the loan evidenced by this Note and the Loan Documents; or e. The commencement by or against Borrower of any proceedings under any bankruptcy or similar law for the relief of debtors of the United States or any state or the appointment of any receiver, trustee, assignee for the benefit of creditors, conservators or similar parties for the Borrower or any of its property, which in the case of proceedings commenced against the Borrower are truenot dismissed within sixty (60) days after commencement; or f. An assignment, that no event which is transfer, conveyance, or may become an Event relinquishment by Borrower of Default any of the rights or obligations under this Note; or g. The Collateral (as defined in the applicable MSLALoan Agreement) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereofis impaired, Bank shall have no responsibility for any breach of any obligation by any Borrower under pledged, or transferred in whole or in connection with any MSLA or Loan. Bank shall have no responsibility for part such that the accuracy or completeness first lien security of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder Lender in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgmentsuch Collateral, including, but not necessarily limited to, claiming compensation from the inventory, accounts receivable or general intangibles, is diminished, altered, impaired or encumbered, such as by failure of Borrower on behalf to pay any taxes and assessments prior to delinquency or the filing of any lien which takes priority over any lien of Lender; or h. A material adverse change occurs in Borrower's financial condition, Lender believes the prospect of payment or performance of this Note is impaired, or Lender in good faith believes itself insecure; i. Any of the event a trade executed by Lender fails on account of such Borrower’s failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be permitted by the applicable MSLA. (iii) If any Borrower preceding events occurs with respect to any Guarantor of this Note, or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of this Note; j. A default occurs that is not cured within any applicable notice and/or cure period under any other note, loan agreement, or obligation of Borrower to Lender, whether now existing or hereafter created, or to any of Borrower's affiliates, whether such loan is now existing or hereafter created, including, but not limited to a term loan made to Borrower on or about March 22, 2005, in the original principal amount of Two Hundred Twenty-Four Thousand One Hundred Dollars ($224,100.00) and known as Loan effected pursuant hereto No. 3700692743, and pursuant any renewal or replacement of such loan; or k. The death of Mark E. Vaughan, provixxx xxxx Xxxxxx will not exercise its right to the applicable MSLA fails declare this loan to return be in default due to such death provided that (a) at date of death, Borrower is not in default of any Securities on Loan when due thereunder of its payment and performance obligations of this Note, (b) Borrower does not cause any Event of Default specified in (2) through (i) inclusive above to occur, (c) within ninety (90) days following such death, Borrower provides to Lender a detailed plan for reasons relating business succession and loan repayment, and (d) such plan is determined by Lender in its sole discretion to the solvency be acceptable. If any of the Borrowerforegoing conditions is not satisfied, Bank shall thenthen the unpaid principal and all accrued interest and other charges under this Note will automatically be fully due and payable, in addition to taking whatever action may be without written notice or demand required of and by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLALender.

Default by Borrower. (i) Bank may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be permitted by the applicable MSLA. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLA.

Default by Borrower. If a Default or Event of Default by the Borrower has occurred and is a non-monetary default, the Lenders agree that the Agent may grant to the Borrower a period of up to thirty (30) days (in addition to any cure period contained in the Credit Documents) within which to cure such default. If the Default or Event of Default is a monetary default or is a non-monetary default which has not been cured within applicable grace periods, the Agent shall consult with the Lenders as to the course of action to pursue with regard to such Default or Event of Default. After such consultation, the Agent shall promptly propose a course of action (the "Initial Proposal") to be taken, including but not limited to: (i) Bank may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become declaring an Event of Default (as defined in Default, terminating the applicable MSLA) has occurred and that a Borrower has complied with its obligations Commitments, sending appropriate notices, and/or accelerating payment under this Agreement, the applicable MSLA. Subject to Sections 5(f)(i)-(ii) and Sections 7(b)-(c) hereof, Bank shall have no responsibility for Notes and/or any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. other Credit Document; (ii) If commencing collection proceedings against the Credit Parties or any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account of such Borrower’s failure timely to have returned Securities on Loan or, where Bank deems it necessary, such other action as may be permitted by the applicable MSLA. them; (iii) If working with the Borrower to attempt to resolve the issue; or (iv) attempting to exercise any Borrower with respect to any Loan effected pursuant hereto other rights or remedies provided under the Credit Documents. The Initial Proposal shall be in writing and pursuant given to the applicable MSLA Lenders in the manner specified for giving notice hereunder. Each Lender shall notify the Agent and the other Lenders in writing whether such Lender approves or rejects the Initial Proposal, within ten (10) business days from such Lender's receipt of the Initial Proposal. By making the Initial Proposal, the Agent shall be deemed to have approved the same and the failure of a Lender to give the notice required hereby within the time period provided shall be deemed to be an approval of the Initial Proposal. If the Initial Proposal shall be approved or deemed approved by the Required Lenders, the Agent shall commence steps to carry out the Initial Proposal. If the Initial Proposal fails to return any Securities on Loan when due thereunder for reasons relating obtain approval by the Required Lenders, the Agent shall again consult with the Lenders and the Agent and the Lenders, acting in a commercially reasonable manner, shall attempt to obtain the solvency approval of the Borrower, Bank shall then, in addition Required Lenders to taking whatever an alternate course of action. If approval of the Required Lenders to an alternate course of action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLA.is obtained,

Default by Borrower. The occurrence of any one or more of the following shall constitute a “Default” as such term is used herein: (a) A failure to pay amounts due under the Note or the other Loan Documents, within ten (10) days of the date when due; (b) Any representation, warranty or statement made by Borrower in this Agreement, the other Loan Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Loan proves untrue in any material respect; (c) A failure of Borrower to comply in all material respects with any of the terms and conditions of this Agreement, or the other Loan Documents; (d) A failure of Guarantor to comply in all material respects with any of the terms and conditions of the Guaranty; (e) A lien for the performance of work or the supply of materials filed against the Property, or any stop notice served on Borrower or Lender, remains unsatisfied or unbonded for a period of thirty (30) days after the date of filing or service; (f) If Borrower or Guarantor fails to pay any indebtedness (other than the Loan) owed by Borrower or Guarantor to Lender when and as due and payable (whether by acceleration or otherwise); (g) If, without the prior written consent of Lender (which consent may be conditioned, among other matters, on the issuance of a satisfactory endorsement to the title insurance policy insuring Lender’s interest under the Security Documents), the full interest in Borrower FRP Manassas LLC ceases to be owned by Borrower FRP Development Corp.; (h) If, in the opinion of Lender, the prospect of payment or performance of all or any part of the Obligations has been impaired because of a material adverse change in the financial condition or results of operations of the Project, or the financial condition, business or properties of Borrower, Guarantor or any other Person liable for the payment or performance of any of the Obligations; (i) Bank may assume (unless it has actual knowledge If Borrower or Guarantor files a voluntary Bankruptcy Proceeding or is adjudicated a bankrupt or insolvent, or files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Debtor Relief Law, makes an assignment for the benefit of creditors, or seeks or consents to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined acquiesces in the appointment of any trustee, receiver or liquidator for Borrower or Guarantor for all or any substantial part of their properties or of the Premises; (j) If within sixty (60) days after the commencement of any proceeding against Borrower or Guarantor seeking any reorganization, arrangement, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy act or any other present or future applicable MSLAfederal, state or other statute or Law, such proceeding is not dismissed, or if, within sixty (60) has occurred days after the appointment, without the consent or acquiescence of Borrower of any trustee, receiver or liquidator for Borrower or Guarantor for all or any substantial part of their properties or of the Premises; (k) If Guarantor shall liquidate, dissolve, or otherwise terminate existence (other than as set forth in subsection (i) above), and that Borrower fails to provide to Lender a substitute Guarantor acceptable to Lender, as determined in Lender’s sole discretion, within sixty (60) days of such termination; or (l) If a third party obtains a judgment against Borrower, a Guarantor or the Project, which (a) materially and adversely impacts the operation or financial condition of the Property or the ability of the Borrower has complied with its or a Guarantor to pay or perform their respective obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(iiLoan Documents, and (b) is not vacated and Sections 7(b)-(creleased within thirty (30) hereof, Bank shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank shall have no responsibility for days at the accuracy or completeness of any information supplied by any Borrower. Bank shall not be liable as a result of taking or omitting to take any action, provided that Bank shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender in the event a trade executed by Lender fails on account date of such Borrower’s failure timely to have returned Securities on judgment. The occurrence of a Default under any other Loan or, where Bank deems it necessary, such Document shall be deemed a Default under all other action as may be permitted by the applicable MSLALoan Documents. (iii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s reasonable judgment under the applicable MSLA.

Default by Borrower. (i) Bank Lending Agent may assume (unless it has actual knowledge to the contrary) that any representations made by a Borrower in connection with any Loan are true, that no event which is or may become an Event of Default (as defined in the applicable MSLA) has occurred and that a Borrower has complied with its obligations under the applicable MSLA. Subject to Sections 5(f)(i)-(ii5(f)(-(i) and Sections 7(b)-(c) hereof, Bank Lending Agent shall have no responsibility for any breach of any obligation by any Borrower under or in connection with any MSLA or Loan. Bank Lending Agent shall have no responsibility for the accuracy or completeness of any information supplied by any Borrower. Bank Lending Agent shall not be liable as a result of taking or omitting to take any action, provided that Bank Lending Agent shall have carried out its responsibilities as lending agent hereunder in good faith. (ii) If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons other than relating to the solvency of the Borrower, Bank Lending Agent shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take whatever action it deems appropriate in accordance with general market practice and Bank’s Lending Agent's reasonable judgment, including, but not necessarily limited to, claiming compensation from such Borrower on behalf of Lender (and the relevant Portfolio) in the event a trade trade, on behalf of the relevant Portfolio, executed by Lender fails on account of such Borrower’s 's failure timely to have returned Securities on Loan or, where Bank Lending Agent deems it necessary, such other action as may be permitted by the applicable MSLA. . (iii) m~ If any Borrower with respect to any Loan effected pursuant hereto and pursuant to the applicable MSLA fails to return any Securities on Loan when due thereunder for reasons relating to the solvency of the Borrower, Bank Lending Agent shall then, in addition to taking whatever action may be required by Section 7(c) hereof, take such action as its deems appropriate in accordance with Bank’s Lending Agent's reasonable judgment under the applicable MSLA.