Common use of Default by the Lender Clause in Contracts

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) by the Lender under this Guarantee Agreement, unless a written waiver of the default is signed by the Department: (a) Any representation or warranty made by the Lender under this Guarantee Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Agreement which is not cured by the Lender to the satisfaction of the Department within thirty (30) calendar days after written notice thereof by the Department to the Lender; (c) The appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Agreement, in addition to all rights and remedies created by this Guarantee Agreement, the Department shall be entitled to pursue and enforce all rights and remedies available, legal and equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determined, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreement, and the right to require the Lender’s books and records related to the Loan, Loan documents and this Guarantee Agreement to be separately audited by an independent certified public accountant selected by the Department, at the Department’s sole cost and expense. Provided however, in the event the audit reveals a breach of this Guarantee Agreement or the Loan documents has occurred, the Lender shall reimburse the Department for the fees and expenses incurred to perform the audit. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s fees and expenses incurred by the Department in enforcing any obligation of the Lender arising from or under the Loan, any of the Loan documents, or this Guarantee Agreement.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Deposit Agreement, unless a written waiver of the default is signed by the DepartmentChairperson of the MSF Board or MSF Fund Manager: (a) Any any representation or warranty made by the Lender under this Guarantee Deposit Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Deposit Agreement which is not cured by the Lender to the satisfaction of the Department MSF within thirty forty-five (3045) calendar days after written notice thereof by the Department MSF to the Lender; (c) The the appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Deposit Agreement, in addition to all rights and remedies created by this Guarantee Deposit Agreement, the Department MSF shall be entitled to pursue and enforce all rights and remedies availableavailable to the MSF, legal and equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determined, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreementrecoupment, and the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Deposit Agreement to be separately audited by an independent certified public accountant selected by the DepartmentMSF, at the DepartmentMSF’s sole cost and expense. Provided however, in the event the audit reveals a breach of this Guarantee Deposit Agreement or the Loan documents Documents has occurred, the Lender shall reimburse the Department MSF for the fees and expenses incurred to perform the audit. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Deposit Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department MSF in enforcing any obligation of the Lender arising from or under the Loan, any of the Loan documentsDocuments, or this Guarantee Deposit Agreement.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Deposit Agreement, unless a written waiver of the default is signed by the DepartmentPresident of IHFA or another officer of IHFA designated by the President: (a) Any any representation or warranty made by the Lender under this Guarantee Deposit Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Deposit Agreement which is not cured by the Lender to the satisfaction of the Department IHFA within thirty forty-five (3045) calendar days after written notice thereof by the Department IHFA to the Lender; (c) The the appointment of a receiver or custodian over a material portion of the Lender’s 's assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one anyone or more of an Event(s) of Default by the Lender under this Guarantee Deposit Agreement, in addition to all rights and remedies created by this Guarantee Deposit Agreement, the Department IHFA shall be entitled to pursue and enforce all rights and remedies availableavailable to IHFA, legal and equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determined, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreementrecoupment, and the right to require the Lender’s 's books and records related to the Loan, Loan documents Documents and this Guarantee Deposit Agreement to be separately audited by an independent certified public accountant selected by the DepartmentIHFA, at the Department’s IHFA's sole cost and expense. Provided however, in the event the audit reveals a breach of this Guarantee Deposit Agreement or the Loan documents Documents has occurred, the Lender shall reimburse the Department IHFA for the fees and expenses incurred to perform the audit. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Deposit Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department IHFA in enforcing any obligation of the Lender arising from or under the Loan, any of the Loan documentsDocuments, or this Guarantee Deposit Agreement.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Deposit Agreement, unless a written waiver of the default is signed by the DepartmentExecutive Director of HGIA: (a) Any any representation or warranty made by the Lender under this Guarantee Deposit Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Deposit Agreement which is not cured by the Lender to the satisfaction of the Department HGIA within thirty forty- five (3045) calendar days after written notice thereof by the Department HGIA to the Lender; (c) The the appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Deposit Agreement, in addition to all rights and remedies created by this Guarantee Deposit Agreement, the Department HGIA shall be entitled to pursue and enforce all rights and remedies availableavailable to HGIA, legal and equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determined, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreementrecoupment, and the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Deposit Agreement to be separately audited by an independent certified public accountant selected by the DepartmentHGIA, at the DepartmentHGIA’s sole cost and expense. Provided however, in the event the audit reveals a breach of this Guarantee Deposit Agreement or the Loan documents Documents has occurred, the Lender shall reimburse the Department HGIA for the fees and expenses incurred to perform the audit. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Deposit Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department HGIA in enforcing any obligation of the Lender arising from or under the Loan, any of the Loan documentsDocuments, or this Guarantee Deposit Agreement.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) by the Lender under this Guarantee Agreement, unless a written waiver of the default is signed by the Department: (a) Any representation or warranty made by the Lender under this Guarantee Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Agreement which is not cured by the Lender to the satisfaction of the Department within thirty (30) calendar days after written notice thereof by the Department to the Lender; (c) The appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Agreement, in addition to all rights and remedies created by this Guarantee Agreement, the Department shall be entitled to pursue and enforce all rights and remedies available, legal and equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determined, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreement, and the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Agreement to be separately audited by an independent certified public accountant selected by the Department, at the Department’s sole cost and expense. Provided however, in the event the audit reveals a breach of this Guarantee Agreement or the Loan documents Documents has occurred, the Lender shall reimburse the Department for the fees and expenses incurred to perform the audit. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s fees and expenses incurred by the Department in enforcing any obligation of the Lender arising from or under the Loan, any of the Loan documentsDocuments, or this Guarantee Agreement.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) by the Lender under this Guarantee Guaranty Agreement, unless a written waiver of the default is signed by the Department: (a) Any representation or warranty made by the Lender under this Guarantee Guaranty Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Guaranty Agreement which is not cured by the Lender to the satisfaction of the Department within thirty (30) calendar days after written notice thereof by the Department to the Lender; (c) The appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Guaranty Agreement, in addition to all rights and remedies created by this Guarantee Guaranty Agreement, the Department shall be entitled to pursue and enforce all rights and remedies available, legal and equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee Guaranty amount which the Department has determined, in its sole discretion, was not used in accordance with the requirements of this Guarantee Guaranty Agreement, and the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Guaranty Agreement to be separately audited by an independent certified public accountant selected by the Department, at the Department’s sole cost and expense. Provided however, in the event the audit reveals a breach of this Guarantee Guaranty Agreement or the Loan documents Documents has occurred, the Lender shall reimburse the Department for the fees and expenses incurred to perform the audit. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Guaranty Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s fees and expenses incurred by the Department in enforcing any obligation of the Lender arising from or under the Loan, any of the Loan documentsDocuments, or this Guarantee Guaranty Agreement.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Participation Agreement, unless upon written approval of the Chairperson of the MSF Board or MSF Fund Manager, a written waiver of the default Event(s) of Default is signed provided by the Department: (a) Any MSF to the Lender: any representation or warranty made by the Lender under in this Guarantee Participation Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any ; any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Agreement Participation Agreement, including without limitation, the failure to reasonably pursue all Legal Action against the Borrower, which is not cured by the Lender to the satisfaction of the Department MSF within thirty forty-five (3045) calendar days after written notice thereof by the Department MSF to the Lender; (c) The ; the appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; or (d) Any and any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which and any such proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Agreement, in addition to all rights and remedies created by this Guarantee Participation Agreement, the Department MSF shall be entitled to pursue and enforce any or all of the following remedies, plus any additional rights and remedies availableavailable to the MSF, legal and or equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determinedrecoupment, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreement, and and: (i) the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Participation Agreement to be separately audited by an independent certified public accountant selected by the DepartmentMSF, at the DepartmentMSF’s sole cost and expense. Provided ; provided however, in the event the audit reveals that a breach of this Guarantee Participation Agreement or the Loan documents has occurred, the Lender shall reimburse the Department MSF for the fees and expenses incurred to perform the audit, (ii) the right to require the Lender to repurchase from the MSF the MSF Share, within thirty (30) calendar days of the MSF’s written request, at a purchase price equal to the principal amount of the MSF Share, plus all accrued and unpaid interest, penalties and fees thereon on a “non-recourse basis”, and (iii) the right to require the Lender to assign and transfer to the MSF all original Loan Documents and any collateral in the possession of the Lender securing any part of the Loan, together with such other documents, files, and records as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to institute appropriate legal proceedings, including the collection and/or foreclosure proceedings under the Loan and the collateral securing the Loan to enable the MSF to directly enforce all aspects of the Loan Documents against the Borrower (and any co-maker, guarantor, endorser or other debtor or obligor under the Loan Documents) and to collect the indebtedness due with respect to the MSF Share, to enforce and foreclose upon the security for the Loan, and to preserve the rights and interests of the MSF. To that end, any amounts collected by the MSF shall first be applied to satisfy all outstanding amounts attributable to the MSF Share, including all unpaid principal, and all accrued and unpaid interest, penalties and fees thereon. Any amounts that may be collected by the MSF in excess of the amounts due to the MSF shall be applied to the outstanding amounts attributable to the Lender Share. In addition to other remedies, in the event a correction action directive or similar regulatory requirement, decree or order is issued against or with respect to the Lender, under any applicable Federal or State banking law or regulation, and for so long as such directive, decree or order remains in effect, the MSF shall have the right, but not the obligation, upon written notice to the Lender, to purchase the Lender’s interest in the Loan, all Loan Documents and the collateral securing the Loan, at a purchase price equal to the then outstanding balance of the Lender Share (including accrued and unpaid interest through the date of the MSF purchase), and the Lender shall execute all documents as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to exercise this right. The sale of the Lender’s interest in the Loan to the MSF under this paragraph shall be on a “recourse” basis. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Participation Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department MSF in enforcing any obligation of the Lender arising from or under the Loan, Loan or any of the Loan documents, or this Guarantee AgreementDocuments.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Participation Agreement, unless upon written approval of the Chairperson of the MSF Board or MSF Fund Manager, a written waiver of the default Event(s) of Default is signed provided by the DepartmentMSF to the Lender: (a) Any any representation or warranty made by the Lender under in this Guarantee Participation Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Agreement Participation Agreement, including without limitation, the failure to reasonably pursue all Legal Action against the Borrower which is not cured by the Lender to the satisfaction of the Department MSF within thirty forty-five (3045) calendar days after written notice thereof by the Department MSF to the Lender; (c) The the appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; orand (d) Any any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the LenderXxxxxx, which and any such proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Agreement, in addition to all rights and remedies created by this Guarantee Participation Agreement, the Department MSF shall be entitled to pursue and enforce any or all of the following remedies, plus any additional rights and remedies availableavailable to the MSF, legal and or equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determinedrecoupment, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreement, and and: (i) the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Participation Agreement to be separately audited by an independent certified public accountant selected by the DepartmentMSF, at the DepartmentMSF’s sole cost and expense. Provided ; provided however, in the event the audit reveals that a breach of this Guarantee Participation Agreement or the Loan documents has occurred, the Lender shall reimburse the Department MSF for the fees and expenses incurred to perform the audit, (ii) the right to require the Lender to repurchase from the MSF the MSF Share, within thirty (30) calendar days of the MSF’s written request, at a purchase price equal to the principal amount of the MSF Share, plus all accrued and unpaid interest, penalties and fees thereon on a “non-recourse basis”, and (iii) the right to require the Lender to assign and transfer to the MSF all original Loan Documents and any collateral in the possession of the Lender securing any part of the Loan, together with such other documents, files, and records as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to institute appropriate legal proceedings, including the collection and/or foreclosure proceedings under the Loan and the collateral securing the Loan to enable the MSF to directly enforce all aspects of the Loan Documents against the Borrower (and any co-maker, guarantor, endorser or other debtor or obligor under the Loan Documents) and to collect the indebtedness due with respect to the MSF Share, to enforce and foreclose upon the security for the Loan, and to preserve the rights and interests of the MSF. To that end, any amounts collected by the MSF shall first be applied to satisfy all outstanding amounts attributable to the MSF Share, including all unpaid principal, and all accrued and unpaid interest, penalties and fees thereon. Any amounts that may be collected by the MSF in excess of the amounts due to the MSF shall be applied to the outstanding amounts attributable to the Lender Share. In addition to other remedies, in the event a correction action directive or similar regulatory requirement, decree or order is issued against or with respect to the Lender, under any applicable Federal or State banking law or regulation, and for so long as such directive, decree or order remains in effect, the MSF shall have the right, but not the obligation, upon written notice to the Lender, to purchase the Lender’s interest in the Loan, all Loan Documents and the collateral securing the Loan, at a purchase price equal to the then outstanding balance of the Lender Share (including accrued and unpaid interest through the date of the MSF purchase), and the Lender shall execute all documents as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to exercise this right. The sale of the Lender’s interest in the Loan to the MSF under this paragraph shall be on a “recourse” basis. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Participation Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department MSF in enforcing any obligation of the Lender arising from or under the Loan, Loan or any of the Loan documents, or this Guarantee AgreementDocuments.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Participation Agreement, unless upon written approval of the Chairperson of the MSF Board or MSF Fund Manager, a written waiver of the default Event(s) of Default is signed provided by the DepartmentMSF to the Lender: (a) Any any representation or warranty made by the Lender under in this Guarantee Participation Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Agreement Participation Agreement, including without limitation, the failure to reasonably pursue all Legal Action against the Borrower, which is not cured by the Lender to the satisfaction of the Department MSF within thirty forty-five (3045) calendar days after written notice thereof by the Department MSF to the Lender; (c) The the appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; orand (d) Any any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the Lender, which and any such proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Agreement, in addition to all rights and remedies created by this Guarantee Participation Agreement, the Department MSF shall be entitled to pursue and enforce any or all of the following remedies, plus any additional rights and remedies availableavailable to the MSF, legal and or equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determinedrecoupment, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreement, and and: (i) the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Participation Agreement to be separately audited by an independent certified public accountant selected by the DepartmentMSF, at the DepartmentMSF’s sole cost and expense. Provided ; provided however, in the event the audit reveals that a breach of this Guarantee Participation Agreement or the Loan documents has occurred, the Lender shall reimburse the Department MSF for the fees and expenses incurred to perform the audit, (ii) the right to require the Lender to repurchase from the MSF the MSF Share, within thirty (30) calendar days of the MSF’s written request, at a purchase price equal to the principal amount of the MSF Share, plus all accrued and unpaid interest, penalties and fees thereon on a “non-recourse basis”, and (iii) the right to require the Lender to assign and transfer to the MSF all original Loan Documents and any collateral in the possession of the Lender securing any part of the Loan, together with such other documents, files, and records as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to institute appropriate legal proceedings, including the collection and/or foreclosure proceedings under the Loan and the collateral securing the Loan to enable the MSF to directly enforce all aspects of the Loan Documents against the Borrower (and any co-maker, guarantor, endorser or other debtor or obligor under the Loan Documents) and to collect the indebtedness due with respect to the MSF Share, to enforce and foreclose upon the security for the Loan, and to preserve the rights and interests of the MSF. To that end, any amounts collected by the MSF shall first be applied to satisfy all outstanding amounts attributable to the MSF Share, including all unpaid principal, and all accrued and unpaid interest, penalties and fees thereon. Any amounts that may be collected by the MSF in excess of the amounts due to the MSF shall be applied to the outstanding amounts attributable to the Lender Share. In addition to other remedies, in the event a correction action directive or similar regulatory requirement, decree or order is issued against or with respect to the Lender, under any applicable Federal or State banking law or regulation, and for so long as such directive, decree or order remains in effect, the MSF shall have the right, but not the obligation, upon written notice to the Lender, to purchase the Lender’s interest in the Loan, all Loan Documents and the collateral securing the Loan, at a purchase price equal to the then outstanding balance of the Lender Share (including accrued and unpaid interest through the date of the MSF purchase), and the Lender shall execute all documents as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to exercise this right. The sale of the Lender’s interest in the Loan to the MSF under this paragraph shall be on a “recourse” basis. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Participation Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department MSF in enforcing any obligation of the Lender arising from or under the Loan, Loan or any of the Loan documents, or this Guarantee AgreementDocuments.

Default by the Lender. The occurrence of any one or more of the following events or conditions shall constitute an (“Event(s) of Default”) Default by the Lender under this Guarantee Participation Agreement, unless upon written approval of the Chairperson of the MSF Board or MSF Fund Manager, a written waiver of the default Event(s) of Default is signed provided by the DepartmentMSF to the Lender: (a) Any any representation or warranty made by the Lender under in this Guarantee Participation Agreement or any of the Loan Documents is incorrect in any material respect; (b) Any any material breach by the Lender of any duty or obligation of the Lender under this Guarantee Agreement Participation Agreement, including without limitation, the failure to reasonably pursue all Legal Action against the Borrower, which is not cured by the Lender to the satisfaction of the Department MSF within thirty forty-five (3045) calendar days after written notice thereof by the Department MSF to the Lender; (c) The the appointment of a receiver or custodian over a material portion of the Lender’s assets, which receiver or custodian is not discharged within sixty (60) calendar days of such appointment; orand (d) Any any voluntary bankruptcy or insolvency proceedings are commenced by the Lender; or any involuntary bankruptcy or insolvency proceedings are commenced against the LenderXxxxxx, which and any such proceedings are not set aside within sixty (60) calendar days from the date of institution thereof. Upon the occurrence of any one or more of an Event(s) of Default by the Lender under this Guarantee Agreement, in addition to all rights and remedies created by this Guarantee Participation Agreement, the Department MSF shall be entitled to pursue and enforce any or all of the following remedies, plus any additional rights and remedies availableavailable to the MSF, legal and or equitable, including without limitation, the right of recoupment of all or any portion of the Guarantee amount which the Department has determinedrecoupment, in its sole discretion, was not used in accordance with the requirements of this Guarantee Agreement, and and: (i) the right to require the Lender’s books and records related to the Loan, Loan documents Documents and this Guarantee Participation Agreement to be separately audited by an independent certified public accountant selected by the DepartmentMSF, at the DepartmentMSF’s sole cost and expense. Provided ; provided however, in the event the audit reveals that a breach of this Guarantee Participation Agreement or the Loan documents has occurred, the Lender shall reimburse the Department MSF for the fees and expenses incurred to perform the audit, (ii) the right to require the Lender to repurchase from the MSF the MSF Share, within thirty (30) calendar days of the MSF’s written request, at a purchase price equal to the principal amount of the MSF Share, plus all accrued and unpaid interest, penalties and fees thereon on a “non-recourse basis”, and (iii) the right to require the Lender to assign and transfer to the MSF all original Loan Documents and any collateral in the possession of the Lender securing any part of the Loan, together with such other documents, files, and records as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to institute appropriate legal proceedings, including the collection and/or foreclosure proceedings under the Loan and the collateral securing the Loan to enable the MSF to directly enforce all aspects of the Loan Documents against the Borrower (and any co-maker, guarantor, endorser or other debtor or obligor under the Loan Documents) and to collect the indebtedness due with respect to the MSF Share, to enforce and foreclose upon the security for the Loan, and to preserve the rights and interests of the MSF. To that end, any amounts collected by the MSF shall first be applied to satisfy all outstanding amounts attributable to the MSF Share, including all unpaid principal, and all accrued and unpaid interest, penalties and fees thereon. Any amounts that may be collected by the MSF in excess of the amounts due to the MSF shall be applied to the outstanding amounts attributable to the Lender Share. In addition to other remedies, in the event a correction action directive or similar regulatory requirement, decree or order is issued against or with respect to the Lender, under any applicable Federal or State banking law or regulation, and for so long as such directive, decree or order remains in effect, the MSF shall have the right, but not the obligation, upon written notice to the Lender, to purchase the Lender’s interest in the Loan, all Loan Documents and the collateral securing the Loan, at a purchase price equal to the then outstanding balance of the Lender Share (including accrued and unpaid interest through the date of the MSF purchase), and the Lender shall execute all documents as may be necessary, in the opinion of the MSF and/or the Michigan Department of Attorney General, to permit the MSF to exercise this right. The sale of the Lender’s interest in the Loan to the MSF under this paragraph shall be on a “recourse” basis. No remedy is intended to be the sole and exclusive remedy in case any Event(s) of Default by the Lender under this Guarantee Participation Agreement shall occur and each remedy shall be cumulative and in addition to every other provision or remedy now or later existing at law, in equity, by statute or otherwise. All remedies shall be cumulative. The Lender shall pay all costs and expenses, including, without limitation, reasonable attorney’s attorneys fees and expenses incurred by the Department MSF in enforcing any obligation of the Lender arising from or under the Loan, Loan or any of the Loan documents, or this Guarantee AgreementDocuments.