Common use of Exercise of Remedies Clause in Contracts

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default has occurred and is continuing under this Note, including, without limitation, any action (l) to demand or xxx for collection of amounts payable hereunder: , (a2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; payment in full in cash or other immediately available funds of all Senior Indebtedness; (bB) the Agent may, and shall, upon being directed to do so initiation of a proceeding (other than a proceeding prohibited by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice clause (3) of this Section 4(e)) in connection with or demand, all of which are hereby expressly waived by the Borrower; (c) premised upon the occurrence of any a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default specified in Section 7.1(i) and notwithstanding from the lack of any declaration by Agent under preceding clauses Holder; and (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (dD) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all acceleration of the maturity of the Senior Indebtedness; provided, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent mayhowever, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent mayif, with respect to Pledged MERS Loans(B) and (D) above, direct MERSsuch proceeding or acceleration, pursuant to the applicable Electronic Tracking Agreementrespectively, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designeeis rescinded, or direct MERS to take such other action with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the Pledged MERS Loans prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent deems advisablebefore taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, upon notice to the Borrower Representative, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice (other than as set forth in this Section) or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section Sections 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) In the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance event of an Event of Default, Agent may, with respect at its option, do any of the following: (i) cause the Leases (or any of them) to Pledged MERS Loans, direct MERS, pursuant be sold at private or public sale to the highest bidder for cash in accordance with the provisions of the Uniform Commercial Code or other applicable Electronic Tracking Agreementlaw; (ii) assume the Leases (or any of them), designate a third party to remove Borrower from assume the “Servicer” category on Leases (or any of them) or assign the MERS System Leases (or any of them) to a third party; (iii) assume the Leases (or any of them) or sublease the Leases (or any of them) or the Premises or any part thereof to a third party; and insert (iv) exercise any other right or remedy the Agent may have by contract, at law, or in place thereofequity. Upon demand of Agent, the Lessee agrees to surrender to Agent and Agent (or its designee) shall be entitled to take actual possession of the Premises or any part thereof personally, or direct MERS by its agents or attorneys. Agent is hereby vested with full power to use all measures, legal and equitable, deemed by it necessary or proper to enforce this Assignment, including the right of Agent (or its designee) with or without force or notice and with or without process of law, to enter upon and take such other action and maintain possession of all or any part of the Premises, together with respect all personal property, fixtures, documents, books, records, papers and accounts of the Lessee or the then owner of the Premises relating thereto, and may exclude the Lessee, its agents, or servants, wholly therefrom and may as attorney-in-fact of the Lessee, or in its own name and under the powers herein granted, hold, operate, manage and control the Premises and conduct the business, if any, thereof either personally or by its agents. Lessee hereby grants full power and authority to Agent to exercise all rights, privileges and powers herein granted at any and all times hereinafter, without notice to Lessee. Agent shall be under no obligation to exercise or prosecute any of the Pledged MERS Loans as rights or claims assigned to in hereunder or to perform or carry out any of the Agent deems advisableobligations of the lessee/tenant under the Leases and does not assume any of the liabilities in connection with or arising or growing out of the covenants and agreements of Lessee in the Leases.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 103% the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower the Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any applicable Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i8.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable US Base Rate or Canadian Prime Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred occurs, Buyer may exercise the following rights and is continuing hereunder: remedies in its sole discretion: (a) the Agent mayBy written notice (which may be delivered via email, and shalltelecopy, upon being directed overnight mail, regular mail or any other method selected by Buyer in its sole discretion) to do so by the Majority LendersSeller (which option shall be deemed to have been exercised, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Noteseven if no notice is given, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any an Event of Default Insolvency of Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. Any written notice given by Buyer hereunder shall be deemed to have been received by Seller immediately upon such notice having been sent by Buyer to Seller’s address, fax number or email address, as the case may be, specified on the signature page hereof. (b) If Buyer exercises or is deemed to have exercised the option referred to in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses subsection (a) or of this Section, (b)i) Seller’s obligations in such Transactions to repurchase all Purchased Loans, at the entire unpaid principal Indebtedness Repurchase Price therefore on the Repurchase Date determined in accordance with subsection (a) of this Section, shall thereupon become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment all Income paid after such exercise or deemed exercise shall be automatically retained by Buyer and immediately terminated; applied to the aggregate unpaid Repurchase Price and any other amounts owed by Seller hereunder; (dii) to the Agent may, and shall, upon being directed to do so extent permitted by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitationapplicable law, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances Repurchase Price with respect to which each such Transaction shall be increased by the aggregate amount accrued by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a) of this Section 2.6 hereof shall govern(decreased as of any day by (i) owing any amounts actually in the possession of Buyer pursuant to Section 10.02, and (ii) any proceeds from time to time the sale of Purchased Loans applied to the Agent Repurchase Price pursuant to Section 10.03; and (c) By written notice (which may be delivered via email, telecopy, overnight mail, regular mail or any Lenderother method selected by Buyer in its sole discretion) to Seller, at a per annum rate equal the Repurchase Price for each Transaction hereunder shall be deemed to the then Applicable Interest Rate plus three percent (3%); be due and (f) the Agent maypayable on each Repurchase Date therefor. Any written notice given by Buyer hereunder shall be deemed to have been received by Seller immediately upon such notice having been sent by Buyer to Seller’s address, and shall, upon being directed to do so by the Majority Lenders fax number or the Lendersemail address, as applicable (subject to the terms hereof)case may be, exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category specified on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisablesignature page hereof.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment Commitments terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment Commitments shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.7 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three five percent (35%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower the Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 hereof and 4.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Equipment Credit Lenders, declare the Equipment Credit Aggregate Commitment terminated; (c) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (cd) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a), (b) or (bc), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and Equipment Credit Aggregate Commitment shall be automatically and immediately terminated; (de) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (ef) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Equipment Credit Advances, Swing Line Advances and Swing Line the Term Loan Advances with respect to which Section 2.6 Sections 2.6, 2.A.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (fg) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event 3.1 Xxxxxx covenants and agrees that until the Fleet Debt shall have been paid in full, except as expressly permitted under this Agreement, Xxxxxx will not take any action to accelerate the obligations outstanding under the Xxxxxx Debt, to exercise any of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all its remedies in respect of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lendersuch obligations, including without limitationlimitation to initiate a reorganization of, or litigation against, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or to foreclose or otherwise realize on any Credit Party that interest Fleet Priority Collateral. Xxxxxx shall be payable on demand on all Indebtedness entitled: (other than Revolving Credit Advances and Swing Line Advances with respect i) to which Section 2.6 hereof accelerate the obligations outstanding under the Xxxxxx Debt if an event of default shall govern) owing from time to time to have occurred under the Agent Xxxxxx Debt or any Lender, at a per annum rate equal to if Fleet has accelerated the then Applicable Interest Rate plus three percent (3%)Fleet Debt; and (fii) the Agent mayduring any period when there is no Standstill Period (as hereinafter defined) but only during such period, and shallafter giving not less than five (5) Business Days prior written notice thereof to Fleet, upon being directed to do so take any action prohibited by the Majority Lenders prior sentence of this Section 3.1 but otherwise available under the Xxxxxx Debt (excluding actions to foreclose upon or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action remedies with respect to the Pledged MERS Loans as Xxxxxx Inventory), provided however that, if Fleet accelerates the Agent deems advisableFleet Debt, commences legal proceedings against the Borrower, seizes Fleet Priority Collateral or takes any other remedial action permitted by the Fleet Debt (collectively, "Remedial Actions") (other than solely instituting legal proceedings against the Borrower without accelerating or undertaking any other Remedial Action) after Xxxxxx commences any action permitted under this Section 3.1(ii), Xxxxxx will discontinue such action until the Fleet Debt is repaid in full or Fleet otherwise consents in writing. Any proceeds received by Xxxxxx in connection with the Xxxxxx Debt (excluding payments received from the Xxxxxx Inventory) shall be immediately paid over to Fleet to be applied toward repayment of the Fleet Debt, until the Fleet Debt is repaid in full.

Exercise of Remedies. If an Event of Default has occurred exists with respect to the Seller, the Administrative Agent may, or at the direction of the Majority Buyers shall, exercise the following rights and is continuing hereunder: remedies for the benefit of the Buyers: (a) By written notice (which may be electronic) to the Agent maySeller (which option shall be deemed to have been exercised, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Noteseven if no notice is given, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any an Event of Default specified Insolvency of the Seller), the Repurchase Date for each Transaction hereunder, if it has not already occurred, shall be deemed immediately to occur. (b) If the Administrative Agent exercises or is deemed to have exercised the option referred to in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses subsection (a) or of this Section, (b)i) the Seller’s obligations in such Transactions to repurchase all Purchased Mortgage Loans, at the entire unpaid principal Indebtedness Repurchase Price therefor on the Repurchase Date determined in accordance with subsection (a) of this Section, shall thereupon become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment all Income paid after such exercise or deemed exercise shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so retained by the Majority Lenders, charge Administrative Agent and applied to the aggregate unpaid Repurchase Price and any deposit or other account of Borrower with Agent or any Lender, including without limitationamounts owed by the Seller hereunder; (ii) to the extent permitted by applicable law, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances Repurchase Price with respect to which each such Transaction shall be increased by the aggregate amount accrued by daily application of, on a 360-day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the Post-Default Rate to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a) of this Section 2.6 hereof shall govern(decreased as of any day by (i) owing any amounts actually in the possession of the Administrative Agent for the benefit of the Buyers pursuant to Section 14.2, and (ii) any proceeds from time to time the sale of Purchased Mortgage Loans applied to the Repurchase Price pursuant to Section 14.3; and (iii) all Income actually received by the Administrative Agent or for the benefit of the Buyers pursuant to Section 5 (excluding any Lender, at a per annum rate equal Late Payment Fees paid pursuant to Section 5.1) shall be applied to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so aggregate unpaid Repurchase Price owed by the Majority Lenders or the Lenders, as applicable Seller. (subject c) By written notice (which may be electronic) to the terms hereof), exercise any remedy permitted by this AgreementSeller, the other Loan Documents or law. In addition, upon the occurrence Repurchase Price for each Transaction hereunder shall be deemed to be due and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category payable on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableeach Repurchase Date therefor.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment CommitmentCommitments terminated; (b) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the NotesNotes (but excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations), immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment CommitmentCommitments shall be automatically and immediately terminated; (d) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and Xxxxxxxx agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived deposit into an account controlled by Borrower)Administrative Agent; (e) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than (1) Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall governgovern and (2) Lender Hedging Obligations and Lender Product Obligations) owing from time to time to the Administrative Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Alternate Base Rate plus three percent (32%); and (f) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.MRC Energy Company Credit Agreement 113

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon Upon the occurrence and during the continuance of an Event of Default, Agent mayand Requisite Lenders may at the option of Requisite Lenders do any one or more of the following, with respect all of which are authorized by Borrower: (i) Declare the Commitment of each Lender, and the Swingline Commitment of Swingline Lender, to Pledged MERS Loansmake Loans to be terminated, direct MERSwhereupon such Commitments and Swingline Commitment shall forthwith be terminated; (ii) Declare all or any of the Obligations of the Borrower under this Agreement, the Note, the Swingline Note, the other Loan Documents and any other instrument executed by Borrower pursuant to such Loan Documents to be immediately due and payable, and upon such declaration such obligations so declared due and payable shall immediately become due and payable and Requisite Lenders may exercise from time to time any and all rights and remedies available to them under applicable law, provided that if such Event of Default is under part (h), (i) or (j) of Section 8.1, then the applicable Electronic Tracking Agreement, to remove Borrower from Note and the “Servicer” category on Swingline Note shall become immediately due and payable forthwith without the MERS System and insert in place thereof, the Agent requirement of any notice or its designee, or direct MERS to take such other action with respect by Lenders. (iii) Without notice to or demand upon Borrower, make such payments and do such acts as Requisite Lenders consider necessary or commercially reasonable to protect their security interest in the Pledged MERS Loans Collateral; (iv) Terminate this Agreement as to any future liability or obligation of Requisite Lenders', but without affecting their rights and security interest in the Agent deems advisableCollateral; (v) Exercise all of Agent's and Lenders' rights under the Security Agreement; and (vi) Exercise in addition to all other rights and remedies granted hereunder, any and all rights and remedies granted under the Loan Documents or otherwise available at law or in equity.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Acquisition Credit Lenders, declare the Acquisition Credit Aggregate Commitment terminated; (c) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (cd) upon the occurrence of any Event of Default specified in Section 7.1(i10.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a), (b) or (bc), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment Commitments shall be automatically and immediately terminated; (de) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (ef) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances, Term Loan Advances and Swing Line Acquisition Credit Advances with respect to which Section 2.6 Sections 2.6, 4.6 and 5.5 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (3%); and (fg) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during During the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, and without limiting Lender’s rights pursuant to the applicable Electronic Tracking AgreementArticle IX hereof, to remove Borrower from the “Servicer” category on the MERS System Lender may exercise any or all of its rights and insert in place thereofremedies as a secured party, the Agent or its designee, or direct MERS to take such other action pledgee and lienholder with respect to the Pledged MERS Loans Account Collateral, subject to the other applicable terms and conditions in the Loan Documents. Without limitation of the foregoing, upon and during the continuance of any Event of Default, Lender may withdraw amounts from the Accounts, including without limitation, the Reserve Accounts, and use the Account Collateral (subject to Lender satisfying its obligations under Section 4.2 and Section 4.3) for any of the following purposes: (i) repayment of the Debt in such order, priority and proportion as determined by Lender in its sole and absolute discretion, including, but not limited to, interest payments, principal prepayments and the Agent deems advisablePrepayment Premium applicable to such full or partial prepayment (as applicable); (ii) payment of such items for which such funds were deposited in such order, proportion and priority as Lender may determine in its sole discretion; (iii) payment of any actual out-of-pocket amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under any of the Loan Documents; (iv) payment of any item as required or permitted under this Agreement; or (v) any other purpose not prohibited by Legal Requirements, and all of the foregoing may be paid in such order, priority and proportion as Lender may determine in its sole discretion; provided, however, that any such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, each of the remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party with respect to the Account Collateral and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Agreement shall obligate Lender to apply all or any portion of the Account Collateral to effect a cure of any Event of Default, or to pay the Debt, or, except as expressly provided herein, in any specific order of priority. The exercise of any or all of Lender’s rights and remedies under any of the Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and complete a foreclosure under the Mortgage or a foreclosure of any other security interests securing the Debt evidenced by the Loan Documents.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and the Draw-to-Facility Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Advances, Swing Line Advances, Term Loan Advances, and Draw-to-Facility Advances with respect to which Section 2.6 hereof Sections 2.6, 4.6, and 4A.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, for so long as any Senior Debt is outstanding, if any Payment Default or Nonpayment Default in respect thereof shall have occurred and is continuing, then no holder of any Subordinated Debt may take any action to accelerate all or any portion of the Subordinated Debt (and no acceleration or purported acceleration pursuant to Section 6.2(a)(i)(B) or Section 6.2(a)(ii) shall become effective) or exercise any other Remedies in respect thereof during any period (a "STANDSTILL PERIOD"): (a) commencing: (i) in the event of a Payment Default, on the date of such Payment Default; (ii) in the event of a Nonpayment Default, on the date that the Nonpayment Blockage Period begins; (b) and ending upon the earliest of: (i) the date forty-five (45) days after the commencement of such Standstill Period; (ii) the date upon which any holder or holders of any Material Obligations, or any holder or holders of any Senior Debt, accelerate or declare such Debt to be due and payable prior to its stated maturity or prior to the regularly scheduled date or dates of payment or otherwise commence the exercise of and Remedies against the Company; (iii) the first date upon which any of the Events of Default described in Section 6.1(e) shall have occurred and be continuing beyond any period of grace specified therein; and, in such event, the automatic acceleration of the Notes contemplated in respect of such Event of Default has occurred and is continuing hereunder: pursuant to Section 6.2(a)(i)(B) shall occur immediately upon the termination of the Standstill Period; and (aiv) the Agent maydate of termination of the Payment Blockage Period or Nonpayment Blockage Period, and shall, upon being directed to do so by as the Majority Lenders, declare case may be. Other than during a Standstill Period. in the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of event that any Event of Default specified in Section 7.1(i) shall have occurred and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b)shall be continuing, the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all holders of the Indebtedness, without notice Subordinated Debt may take action any action permitted pursuant to Borrower (Section 6.2 and any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy action permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence applicable law to protect its rights and during the continuance seek any Remedy in respect of an Event of Default; PROVIDED, Agent mayHOWEVER, with that the rights of the holders to receive payment in respect to Pledged MERS Loans, direct MERS, pursuant of the exercise of any such rights or remedies shall at all times be subject to the applicable Electronic Tracking Agreementprovisions of Section 7.2, to remove Borrower from Section 7.4, Section 7.5, Section 7.6(b)(iv) and the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableprovisions of this Section 7.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge any deposit or other account demand immediate delivery of cash collateral, and each Borrower with Agent or any Lenderagrees to deliver such cash collateral upon demand, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all in an amount equal to 105% of the Indebtedness, without notice maximum amount that may be available to Borrower (be drawn at any requirement for such notice being expressly waived by Borrower)time prior to the stated expiry of all outstanding Letters of Credit; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party Agent that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an 16.2.1 In the case of any Event of Default has occurred which is continuing, in addition to all other rights and is continuing hereunder: remedies otherwise vested in, or available to, any of the Finance Parties under the Security Documents or otherwise: (a) the Agent maySecurity Trustee, and shall, upon being directed to do if so instructed by the Majority Controlling Lenders, shall by notice to the Borrower (unless such notice is prohibited by applicable law), declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent mayaggregate principal amount then outstanding of, and shallthe accrued interest on, upon being directed any or all of the Loans, any Break Amount, accrued commitment fees and any or all other amounts owing to do so by the Majority LendersFinance Parties, declare the entire unpaid principal Indebtedness, including the Notes, immediately to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, notice demand (except as aforesaid), protest or demandother formalities of any kind, all of which are hereby expressly waived by the Borrower; and (cb) upon the Facility Agent may, and if so instructed by the Controlling Lenders, shall, by notice to the Borrower (unless such notice is prohibited by applicable law), cancel the Total Commitments whereupon they shall immediately be cancelled. 16.2.2 In the case of the occurrence of an Event of Default referred to in clause (f) or (g) of Section 16.1, in addition to all other rights and remedies otherwise vested in, or available to, any of the Finance Parties under the Security Documents or otherwise, the Total Commitments shall automatically be cancelled and the Loans, together with accrued interest, any Break Amount, accrued commitment fees and all other amounts owing to the Finance Parties under the Loan Documents shall automatically be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower (unless, subsequent to such automatic acceleration, such automatic acceleration is waived by the Controlling Lenders). 16.2.3 For the avoidance of doubt, notwithstanding the fact that the Loans have been divided into Tranches or anything else to the contrary in any Loan Document, (i) any Event of Default specified in Section 7.1(i) and notwithstanding the lack respect of any declaration by Agent under preceding clauses one or more Loans relating to any one or more Aircraft shall constitute an Event of Default, as applicable, in respect of all the Loans made hereunder and (aii) or (b), the entire unpaid principal Indebtedness entirety of the Collateral shall become automatically and immediately due and payable, secure all of the Secured Obligations and the Revolving Credit Aggregate Commitment Finance Parties shall be automatically and immediately terminated; (d) entitled to apply the Agent may, and shall, upon being directed proceeds realized from the disposition of any item of Collateral to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, Loans without notice regard to Borrower (whether any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed Loan relates to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableparticular Collateral.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: : (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, Bank may declare the entire unpaid principal Indebtedness, including the NotesObligations, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; ; (cb) upon Upon the occurrence of any Event of Default specified in Section 7.1(isubsection 10.1(f) or (g), above, and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b)Bank, the entire unpaid principal Indebtedness Obligations shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (dc) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), Bank may exercise any remedy permitted by this Agreement, the other Loan Documents or law.” 9. In additionThe Borrower has advised the Bank that it violated the provisions of Section 8.15(a) and 8.15(f) of the Credit Agreement for period ending June 30, 2022 (the “Covenant Violations”). The Borrower has requested that the Bank waive any Event of Default under the Agreement resulting from the Covenant Violations. The Bank hereby waives such Events of Default (“Waiver”). This Waiver shall become effective upon receipt by Bank of a waiver of any existing defaults or events of default under the occurrence Note Purchase Agreement. The Waiver shall not be deemed to amend or alter in any respect the terms and during conditions of the continuance Agreement, or to constitute a waiver or release by the Bank of any right, remedy or Event of Default under the Agreement, except to the extent expressly set forth above. Furthermore, the Waiver shall not affect in any manner whatsoever any rights or remedies of the Bank with respect to any other non-compliance by Borrower with the Agreement whether in the nature of an Event of DefaultDefault or otherwise, Agent mayand whether now in existence or subsequently arising. 10. Borrower hereby represents and warrants that, after giving effect to the amendment contained herein, (a) execution, delivery and performance of this Amendment and any other documents and instruments required under this Amendment or the Agreement are within its corporate powers, have been duly authorized, are not in contravention of law or the terms of such Borrower’s Articles of Incorporation or Bylaws and do not require the consent or approval of any governmental body, agency, or authority; and this Amendment and any other documents and instruments required under this Amendment or the Agreement, will be valid and binding in accordance with their terms; (b) the continuing representations and warranties of Borrower set forth in the Agreement are true and correct on and as of the date hereof with the same force and effect as made on and as of the date hereof; (c) except as previously disclosed by Borrower to Bank, no Event of Default (as defined in the Agreement) or condition or event which, with respect the giving of notice or the running of time, or both, would constitute an Event of Default under the Agreement, as hereby amended, has occurred and is continuing as of the date hereof. Borrower expressly acknowledges the conversion of the revolving line of credit under the Agreement from a committed facility to Pledged MERS Loansa discretionary facility under which Bank may it is sole discretion refuse to make Advances or otherwise extend credit to Borrower 11. AS OF THE DATE HEREOF BORROWER REPRESENTS AND WARRANTS THAT IT IS AWARE OF, direct MERSAND POSSESSES, pursuant NO CLAIMS OR CAUSES OF ACTION AGAINST BANK. NOTWITHSTANDING THIS REPRESENTATION AND AS FURTHER CONSIDERATION FOR THE AGREEMENTS AND UNDERSTANDINGS HEREIN, BORROWER ON BEHALF OF ITS EMPLOYEES, AGENTS AND SUCCESSORS AND ASSIGNS, HEREBY RELEASES BANK, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS FROM ANY LIABILITY, CLAIM, RIGHT OR CAUSE OF ACTION THAT NOW EXISTS, OR HEREAFTER ARISES, WHETHER KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO FACTS IN EXISTENCE AS OF THE DATE HEREOF. BY WAY OF EXAMPLE AND NOT LIMITATION, THE FOREGOING INCLUDES ANY CLAIMS IN ANY WAY RELATED TO ACTIONS TAKEN OR OMITTED TO BE TAKEN BY LENDER UNDER THE LOAN DOCUMENTS (INCLUDING, WITHOUT LIMITATION, ANY REFUSAL BY BANK TO MAKE ADVANCES OR OTHERWISE EXTEND CREDIT TO BORROWER UNDER THE AGREEMENT OR THE OTHER LOAN DOCUMENTS), THE BUSINESS RELATIONSHIP WITH LENDER AND ALL OTHER OBLIGATIONS OF ANY NATURE OR KIND OF BORROWER, ANY ORAL AGREEMENTS OR UNDERSTANDINGS (ACTUAL OR ALLEGED), ANY BANKING RELATIONSHIPS THAT BORROWER HAS OR MAY HAVE HAD WITH BANK AT ANY TIME AND FOR ANY REASON. 12. In accordance with the Credit Agreement, Borrower is responsible for all reasonable out-of-pocket costs incurred by Bank, including without limit reasonable attorneys' fees, with regard to the applicable Electronic Tracking Agreementpreparation and execution of this Amendment and any documents, to remove instruments or agreements executed in connection herewith. Borrower hereby acknowledges that Bank may receive a benefit, including a discount, credit or other accommodation, from the “Servicer” category its legal counsel in certain other matters based on the MERS System fees such counsel may receive as a result of its overall relationship with Bank, including fees paid in connection with this Amendment. 13. Except as expressly provided herein, all of the terms and insert conditions of the Agreement remain unchanged and in place thereof, full force and effect. 14. This Amendment shall be effective upon execution of this Amendment by Borrower and Bank. IN WITNESS the Agent or its designee, or direct MERS to take such other action with respect to due execution hereof as of the Pledged MERS Loans as the Agent deems advisable.day and year first above written. By: /s/ T. Exxxxx Xxxxxx By: /s/ Bxxxx Xxxxx

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower the Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof Sections 2.6, 4.6 and other applicable provisions shall expressly govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Default Rate plus three percent (3%)applicable to such Indebtedness; and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment and/or, if not expired, Term Loan Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and, if not expired, Term Loan Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Advances, Swing Line Advances with respect to which Section 2.6 hereof shall govern and Term Loan Advances with respect to which Section 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Administrative Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Administrative Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrowers agree to deliver such cash collateral upon demand, in an amount equal to 110% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Administrative Agent; (e) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Administrative Borrower or any Credit Party that interest shall accrue and be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Administrative Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or applicable law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If (a) Notwithstanding anything in this Agreement or in any other Credit Document to the contrary, but subject to the Revolving Lenders right to cease funding in accordance with Section 11.14, if an Event of Default has occurred and that is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any not a Designated Event of Default specified in exists, the Collateral Agent shall exercise remedies, whether pursuant to Section 7.1(i9.2, Section 4.8 or any other provision of the Credit Documents, only at the direction of the Term Agent; provided, however, that if an Event of Default occurs as a result of a breach of a Tier II Financial Covenant, the Collateral Agent may only exercise remedies at the joint direction of the Revolving Agent (acting at the direction of the Revolving Lenders) and notwithstanding the lack Term Agent (acting at the direction of any declaration by the Term Lenders). If a Designated Event of Default exists, either or both of the Term Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically Agent may direct the Collateral Agent to exercise remedies and immediately terminated; (d) in such event, if the Term Agent mayand the Revolving Agent provide different instructions to the Collateral Agent, and the Collateral Agent shall, upon being to the extent practicable, follow each such instruction; provided that if the Term Agent and Revolving Agent provide conflicting instructions the Collateral Agent shall follow the more "Aggressive" of the remedies directed to do so by be taken. For the Majority Lenders, charge any deposit or other account purposes of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, more "Aggressive" remedy shall mean the remedy designed to liquidate the Collateral in the most expedited manner. If the Collateral Agent cannot reasonably determine one remedy to be more "Aggressive" than another, the Collateral Agent shall notify each such Agent and the Collateral Agent shall exercise remedies only upon the receipt of non-conflicting joint instructions of both Agents; provided, further that, for the avoidance of doubt, if one Agent instructs the Collateral Agent not to exercise a remedy or otherwise to refrain from taking an action and the other Loan Documents Agent instructs to the Collateral Agent to exercise a remedy or law. In additionotherwise take an action, upon such instructions shall not be deemed to be in conflict for these purposes and the occurrence Collateral Agent shall be bound by the instruction to exercise such remedy or take such action, as the case may be; and during provided, further that in connection with the continuance sale of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, Collateral pursuant to an exercise of remedies that results in the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert sale of Inventory and/or Accounts in place thereofbulk, the purchase price to be accepted by the Collateral Agent and the terms, conditions, costs and expenses of any liquidator or its designee, or direct MERS similar professional engaged to take such other action with respect sell the Collateral shall be acceptable to the Pledged MERS Loans as Revolving Agent and the Agent deems advisableTerm Agent.

Exercise of Remedies. (a) If an Event of Default has occurred shall occur and is continuing hereunder: be continuing, then, (ai) the Agent mayArranger, by notice to the Borrower and the Other Arrangers, may declare its obligation to make Loans to be terminated, whereupon the same shall forthwith terminate, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (bii) the Agent mayArranger, by notice to the Borrower and shallthe Other Arrangers, upon being directed to do so by the Majority Lenders, may declare the entire unpaid principal Indebtedness, including all of the Notes, immediately all interest thereon and all other amounts payable under this Contract to be forthwith due and payable, whereupon all of the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice or demandof any kind, all of which are hereby expressly waived by the BorrowerCompany; (c) upon the occurrence of any provided, however, that if an Event of Default specified of the kind described in Section 7.1(i6.1 (d) shall occur, (i) the obligation of the Arranger to make Loans shall automatically be terminated and notwithstanding (ii) all of the lack of any declaration by Agent under preceding clauses (a) or (b)Notes, the entire unpaid principal Indebtedness all such interest and all such amounts shall automatically become automatically and immediately be due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent maywithout presentment, and shalldemand, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent protest or any Lendernotice of any kind, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being which are hereby expressly waived by Borrower); the Company. (eb) In case one or more of the Agent may, Events of Default shall have occurred and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on continuing, then the Arranger may also exercise all Indebtedness (rights and remedies which it may have under any of the Financing Documents as provided therein, in addition to all other than Revolving Credit Advances rights and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time remedies available to the Agent Arranger at law or in equity. The Arranger shall be also entitled to proceed forthwith to protect and enforce its rights under this Contract by a suit or suits in equity or at law, either for the specific performance of any Lendercovenant or agreement contained herein, at a per annum rate equal to or in aid of the then Applicable Interest Rate plus three percent (3%); and (f) execution of any power herein granted, either for interest or for principal, or for both, or for the Agent may, and shall, upon being directed to do so by the Majority Lenders enforcement of any other appropriate legal or the Lendersequitable remedy, as applicable (subject to the terms hereof)Arranger, exercise being advised by counsel, shall deem most effectual in support of any remedy permitted by this Agreement, the other Loan Documents of its rights or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableduties hereunder.

Exercise of Remedies. If an Event of Default (taking into account applicable periods of notice and cure set forth in Section 9.1) has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower, Intcomex or Borrower or any Credit Party Subsidiary that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) Until the Agent maydate on which all the Senior Secured Claims shall have been paid in full, the Senior Representative, in its sole discretion and shallto the exclusion of the Subordinated Representatives, upon being directed to do so by shall have, whether or not any default under the Majority Lenders, declare Indenture shall have occurred and be continuing and both before and after the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence commencement of any Event of Default specified proceeding referred to in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b9.07(a), the entire unpaid principal Indebtedness shall become automatically sole and immediately due and payableexclusive right (as between the Senior Representative, on the one hand, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent maySubordinated Representatives, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, other) to direct the Agent or its designee, or direct MERS Security Trustee to take such other all action with respect to the Pledged MERS Loans Collateral, including the right to exercise or direct voting or other consensual rights, to foreclose or forebear from foreclosure in respect of the Collateral and to accept the Collateral in full or partial satisfaction of any Senior Secured Claim, all in accordance with the terms of this Agreement. The Subordinated Representatives agree that, until the Senior Secured Claims have been paid in full, the only right of the Subordinated Secured Claimants under this Agreement is for the Subordinated Secured Claims to be secured by the Collateral for the period and to the extent provided for herein or in the Indenture and to receive a share of the proceeds of the Collateral, if any, subject to payment priorities set forth in Article III of the Indenture. (b) The Subordinated Representatives agree that, so long as any of the Senior Secured Claims shall remain unpaid, they and the Subordinated Secured Claimants will not commence, or join with any creditor other than the Security Trustee and the Senior Secured Claimants in commencing, any enforcement, collection, execution, levy or foreclosure proceeding with respect to the Collateral or proceeds of Collateral. Upon request by the Senior Representative, the Subordinated Representatives and the Subordinated Secured Claimants will, at the expense of the Issuer, join in enforcement, collection, execution, levy or foreclosure proceedings and otherwise cooperate fully in the maintenance of such proceedings by the #4821-3610-4420v6 Security Trustee, including by executing and delivering all such consents, pleadings, releases and other documents and instruments as the Agent deems advisableSecurity Trustee may reasonably request in connection therewith, it being understood that the conduct of such proceedings shall at all times be under the exclusive control of the Security Trustee acting upon the directions of the Senior Representative. (c) The Subordinated Representatives agree, upon written request by the Senior Representative, to release the liens and security interests in favor of the Subordinated Secured Claimants in any Collateral and to execute and deliver all such directions, consents, pleadings, releases and other documents and instruments as the Senior Representative may reasonably request in connection therewith, upon any sale, lease, transfer or other disposition of such Collateral or part thereof in accordance with, or for application of proceeds pursuant to, Section 9.05(a). (d) The Subordinated Representatives agree that neither they nor any Subordinated Secured Claimants will contest, or bring (or join in) any action or proceeding for the purpose of contesting, the validity, perfection or priority of, or seeking to avoid, the rights of the Senior Representative or the Senior Secured Claimants in or with respect to the Collateral.

Exercise of Remedies. If (a) Upon the occurrence and continuation of an Event of Default has occurred and is continuing hereunder: (adescribed in Section 7.01(a) of this Agreement, the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Non-Revolving Credit Aggregate Commitment terminatedNote will bear interest at a default rate equal to the interest rate on the Non-Revolving Credit Note plus three percent (3.0%) per annum (the “Default Rate”); provided, however, in no event shall the Default Rate exceed the highest interest rate allowed by law. The Default Rate shall be applied per diem and continue until such time as the defaulted payment has been paid in full, at which time if the interest rate on the Non-Revolving Credit Note had been increased to the Default Rate as a result of the application of this provision, the interest rate shall return to the interest rate in effect immediately prior to such Event of Default. Upon the occurrence and during the continuance of any Event of Default under Section 7.01 hereof, the Lender may proceed to protect and enforce its rights under the laws of the State or under this Agreement by such suits, actions or special proceedings (including mandamus) in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Lender shall deem most effective to protect and enforce such rights. (b) In the Agent mayenforcement of any remedy under this Agreement, to the extent permitted by law, the Lender shall be entitled to xxx for, enforce payment of and receive any and all amounts then due from the Town for principal, interest or otherwise under any of the provisions of this Agreement or of the Non-Revolving Credit Note then unpaid, with interest on overdue payments of principal at the rate or rates of interest specified in the Non-Revolving Credit Note and herein, together with any and all costs and expenses of collection, including, without limitation, applicable attorney’s fees and expenses, and shall, upon being directed to do so by of all proceedings hereunder and under the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payableNon-Revolving Credit Note, without presentmentprejudice, notice to any other right or demandremedy of the Lender, all and to recover and enforce any judgment or decree against the Town, but solely as provided herein and in the Non-Revolving Credit Note, for any portion of which are hereby expressly waived such amounts remaining unpaid and interest, costs, and expenses as above provided, and to collect (but solely from the Non-Ad Valorem Revenues) in any manner provided by law, the Borrower; moneys adjudged or decreed to be payable. (c) upon Upon the occurrence of any Event of Default specified in Section 7.1(ithe Lender may, by written notice to the Town, immediately terminate (i) the Commitment and notwithstanding (ii) the lack obligation of the Lender to advance funds for any declaration by Agent under preceding clauses (a) or (b)Advance hereunder, and, thereafter, the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment Lender shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed under no obligation to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, advance funds for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Advance hereunder; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party provided that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of DefaultDefault under Section 7.01(d) hereof, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to such termination shall automatically occur (unless such automatic termination is waived by the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert Lender in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisablewriting).

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: : (a) the Agent may, and upon the written direction of the Majority Banks, Agent shall, upon being directed terminate Banks' commitments to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; make Post-Petition Advances and Agent's commitment to issue Letters of Credit; (b) Agent may and upon the Agent may, and shall, upon being directed to do so by written direction of the Majority LendersBanks, Agent shall: (i) declare the entire unpaid principal Indebtednessbalance of the indebtedness hereunder, including the Post-Petition Advances and the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by Borrower, and/or (ii) immediately prevent Borrowers further utilization of Cash Collateral and/or (iii) the BorrowerAgent may, and upon being told to do so by the Majority Banks shall, demand immediate delivery of Cash Collateral for application against the Loans in accordance with the terms of this Agreement, and the Borrowers agree to deliver such Cash Collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, or any one or more of the foregoing, whereupon the commitments hereunder shall terminate forthwith and all such amounts, including such Cash Collateral, shall become immediately due and payable, as the case may be; and (c) Immediately and automatically upon the occurrence of any Event of Default specified in Section 7.1(i) Sections 12.9 through 12.16 above, and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or clause (b), the entire unpaid principal Indebtedness of the Loans and other indebtedness hereunder, including the Notes, shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; ; (d) the The Agent may, and shallmay and, upon being directed to do so by the Majority LendersBanks, charge shall, in addition to the remedies provided herein, exercise and enforce any deposit and all other rights and remedies available to it or the Agent and Banks, whether arising under this Agreement or any other Document or under applicable law, in any manner deemed appropriate by the Agent, including suit in equity, action at law, or other account appropriate proceedings, whether for the specific performance (to the extent permitted by law) of Borrower with Agent any covenant or agreement contained in any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any other Document or all in aid of the Indebtedness, without notice to Borrower (exercise of any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or power granted in any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableDocument.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice, notice of acceleration, notice of intent to accelerate or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, without presentment, notice, notice of acceleration, notice of intent to accelerate or demand, all of which are hereby expressly waived by the Borrower, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge any deposit or other account demand immediate delivery of cash collateral, and Borrower with Agent or any Lenderagrees to deliver such cash collateral upon demand, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all in an amount equal to 105% of the Indebtedness, without notice maximum amount that may be available to Borrower (be drawn at any requirement for such notice being expressly waived by Borrower)time prior to the stated expiry of all outstanding Letters of Credit; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. (a) If an Event of Default has occurred and is continuing hereunder: (ai) the Agent may, and shall, upon being directed to do so by the Majority LendersRevolving Credit Banks, declare the Revolving Credit Aggregate Commitment terminated; (bii) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the entire unpaid principal IndebtednessObligations, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerCompany; (ciii) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Agent under preceding clauses (ai) or (b)ii) of this Section 9.2, the entire unpaid principal Indebtedness Obligations shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (div) the Agent may, and shall, upon being directed to do so by the Majority LendersRevolving Credit Banks, charge demand immediate delivery of cash collateral, and Company and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account all outstanding Letters of Credit; and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (ev) the Agent may, and shall, upon being if directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders Banks or the LendersBanks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition. (b) Notwithstanding the provisions of Section 9.2(a) above, upon in no event shall the occurrence and during Agent foreclose (i) any mortgage lien the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category may have on the MERS System and insert in place thereofreal property commonly known as 0000 Xxxxx Xxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxx (the "Michigan Real Estate") without the consent of all of the Banks (which consent shall not be unreasonably withheld, delayed or conditioned by any Bank), (ii) any security interest the Agent may have in any equity interest in any entity that owns all or its designee, any part of the Michigan Real Estate or direct MERS to take such other action with respect to the Pledged MERS Loans as (iii) exercise any right or remedy that would result in the Agent deems advisablepurchasing or otherwise acquiring any direct ownership (in whole or in part) in the Michigan Real Estate or an entity which owns the Michigan Real Estate (in whole or in part) without the consent of all of the Banks (which consent shall not be unreasonably withheld, delayed or conditioned by any Bank).

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Advances, Swing Line Advances, the Term Loan Advances with respect to which Section Sections 2.6 hereof and 4.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If 12 - (a) So long as the Discharge of Senior Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other Grantor, neither the Second Priority Representative nor any other Second Priority Debt Party will (i) take any Enforcement Action; provided, the Second Priority Representative may take any Enforcement Action after a period (such period, as the same may be extended pursuant to the following proviso, the “Standstill Period”) of 90 consecutive days has elapsed from the date of delivery of written notice from the Second Priority Representative to the Senior Representative stating that (A) an Event of Default has occurred and is continuing hereunder: under the Second Priority Debt Documents, (aB) the Agent maySecond Priority Debt Obligations are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of the Second Priority Debt Documents, and shall(C) the Second Priority Representative intends to exercise its rights to take such Enforcement Action (provided that, upon being directed if on the expiration of such 90 consecutive day period, the Senior Representative or Senior Secured Parties are then diligently pursuing an Enforcement Action with respect to all or substantially all of the Collateral, the Standstill Period shall be extended to the date on which no Senior Secured Party shall be diligently pursuing an Enforcement Action with respect to all or substantially all of the Collateral; provided, further, that, to the extent permitted to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b)applicable law, the entire unpaid principal Indebtedness Senior Representative shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account give prompt notice of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time Enforcement Action to the Agent Second Priority Debt Representative and shall keep the Second Priority Debt Representative reasonably apprised of such Enforcement Action); (ii) contest, protest or object to any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action Enforcement Action brought with respect to the Pledged MERS Loans Collateral by the Senior Representative or any other Senior Secured Party except to the extent any such Enforcement Action is not taken in accordance with applicable law; or (iii) object to the forbearance by the Senior Secured Parties from bringing or pursuing any Enforcement Action during the Standstill Period or any other exercise of any rights or remedies relating to the Collateral in respect of Senior Obligations. (b) Until the earlier of the Discharge of Senior Priority Obligations has occurred and the expiration of the Standstill Period, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, subject to Section 3.01(a)(i) and Section 3.01(c), the Senior Representative and the other Senior Secured Parties shall have the exclusive right to commence and maintain an Enforcement Action; provided, that any proceeds received by the Senior Representative in excess of those necessary to achieve a Discharge of Senior Priority Obligations are distributed to Second Priority Representative on behalf of the Second Priority Debt Parties or otherwise in accordance with the UCC and other applicable law, subject to the relative priorities described herein; provided further, that the Lien securing the Second Priority Debt Obligations shall remain on the proceeds of such Collateral released or disposed of subject to the relative priorities described in Section 2.01. In commencing or maintaining any Enforcement Action, the Senior Representative and the other Senior Secured Parties may enforce the provisions of the Senior Debt Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of their sole discretion in compliance with any applicable law and without consultation with the Second Priority Representative or any other Second Priority Debt Party. Such exercise and enforcement shall include the rights of an agent appointed by the Senior Representative or any other Senior Secured Party to sell or otherwise dispose of Collateral upon foreclosure, to incur expenses in connection with such sale or disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction. (c) Notwithstanding anything to the contrary contained herein, the Second Priority Debt Parties may at any time exercise Permitted Remedies. (d) Without limiting Section 3.01(c) and unless and until the Discharge of Senior Priority Obligations has occurred, (i) the Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party, agrees that neither such Second Priority Representative nor any such other Second Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by the Senior Representative or any Senior Secured Party with respect to the Collateral under the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of the Collateral, whether by foreclosure or otherwise, and (ii) the Second Priority Representative, for itself and on behalf of each other Second Priority Debt Party, hereby waives any and all rights it or any such Second Priority Debt Party may have as a junior lien creditor or otherwise to object to the manner in which the Senior Representative or the Senior Secured Parties seek to enforce or collect the Senior Obligations or the Liens granted on any of the Collateral, regardless of whether any action or failure to act by or on behalf of the Senior Representative or any other Senior Secured Party is adverse to the interests of the Second Priority Debt Parties. (e) If, upon the expiration of the Standstill Period, (as it may be extended pursuant to Section 3.01(a)(i) above), in the event that and for so long as the Agent deems advisableSecond Priority Representative or any other Second Priority Debt Party has commenced any Enforcement Action, none of the Senior Representative or any other Senior Secured Party shall take any action to hinder, delay or limit the exercise by the Second Priority Representative or any other Second Priority Debt Party of any Enforcement Action and whether or not any Insolvency or Liquidation Proceeding has been commenced by or against any Grantor, the Second Priority Representative and the other Second Priority Debt Parties shall have the exclusive right to commence and maintain an Enforcement Action or otherwise enforce, collect or realize on the Collateral; provided, however, that to the extent permitted to do so under applicable law, the Second Priority Representative shall give prompt notice of the commencement of any such Enforcement Action to the Senior Representative and shall keep Senior Representative reasonably apprised of such enforcement action. (f) Section 3.01 hereof shall not be construed to in any way limit or impair the right of (i) any Senior Secured Party or any Second Priority Debt Party to bid for or purchase Collateral at any private, public or judicial foreclosure upon such Collateral initiated by any of them, (ii) any Second Priority Debt Party to receive any remaining proceeds of Collateral after the Discharge of Senior Priority Obligations, and (iii) any Senior Secured Party to receive any remaining proceeds of the Collateral in respect of the Excess Senior Obligations after the Discharge of Second Priority Debt Obligations.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the Revolving Credit Aggregate Commitment Commitments terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) subsection 10.1(k), above, and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or clause (b), the entire unpaid principal Indebtedness Indebtedness, including the Notes, shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment Commitments shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, charge demand immediate delivery of cash collateral, and Borrowers and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lenderall outstanding Letters of Credit, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being if directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders Banks or the LendersBanks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition; provided, upon however, that Agent shall not be entitled to foreclose its security interest in the, or otherwise cause a sale of the, stock pledged under the occurrence and during the continuance of an Event of Default, Agent may, Pledge Agreement or exercise any voting rights with respect to Pledged MERS Loans, direct MERS, pursuant to such stock until more than ninety (90) days have elapsed since the applicable Electronic Tracking Agreement, to remove Borrower from acceleration or maturity of the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableIndebtedness.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account demand immediate delivery of cash collateral, and each Borrower with Agent or any Lenderagrees to deliver such cash collateral upon demand, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all in an amount equal to 105% of the Indebtedness, without notice maximum amount that may be available to Borrower (be drawn at any requirement for such notice being expressly waived by Borrower)time prior to the stated expiry of all outstanding Letters of Credit; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party Borrower that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances Advances, with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Advances, Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Base Rate plus the Applicable Interest Rate Margin plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If Notwithstanding the foregoing provisions of Sections 2.2 and 2.3 hereof, unless and until an Event of Default has occurred and is continuing hereunder: continuing, the Collateral Agent shall not exercise (ain the case of an Underlying Default) its right to accelerate the Underlying Note or foreclose on the Mortgaged Property or on the Collateral under this Agreement in connection therewith or (in the case of an Underlying Default) seek judicial appointment of a receiver for the income or revenues of the Mortgaged Property or (in the case of an Underlying Default) sell, assign or dispose of or, except temporarily for the sole purpose of curing a default under the Mortgage requiring work to be performed on the Mortgaged Property, take possession of the Mortgaged Property under the Mortgage or the Collateral under this Agreement; provided, however, that the foregoing limitation on sale, assignment, disposal and possession shall not limit or prevent the Collateral Agent may, and shall, upon being directed to do so by or the Majority Lenders, declare Secured Creditors from enforcing their other rights or remedies under this Agreement or the Revolving other Credit Aggregate Commitment terminated; Documents against the Mortgaged Property (b) in the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all case of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (aan Underlying Default) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default in any action to enforce or seek damages for breach of the terms and provisions of the Agreement or the other Credit Documents, or from seeking and obtaining orders of attachment or from levying or utilizing other remedies in connection therewith, and, provided further, that except as specifically provided in this sentence, the Collateral Agent may otherwise from time to time enforce all other rights and remedies granted to the Collateral Agent pursuant to this Agreement and the other Credit Documents and otherwise available to the Collateral Agent at law or in equity. Upon the occurrence of any Event of Default, the Collateral Agent may, with respect may exercise all rights and remedies available to Pledged MERS Loans, direct MERS, it pursuant to this Agreement and the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System other Credit Documents and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect otherwise available to the Pledged MERS Loans as the Collateral Agent deems advisable.at law or in equity. ARTICLE III

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: : (a) the Agent mayCollateral Agent, and shall, upon being directed to do so in writing by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders66 2/3% in Interest Purchasers, declare the entire unpaid principal Note Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; Company; (cb) upon the occurrence of any Event of Default specified in Section 7.1(i) 6.1(k), above, and notwithstanding the lack of any declaration by the Collateral Agent under preceding clauses (a) or (b)clause, the entire unpaid principal Indebtedness Note Indebtedness, shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; ; (dc) the Collateral Agent may, and shall, upon being directed to do so in writing by the Majority Lenders66 2/3% in Interest Purchasers, charge any deposit or other account demand immediate delivery of Borrower with Agent or any Lendercash collateral, including without limitationand the Company agrees to deliver such cash collateral upon demand, in an amount equal to the General Account, Cash Collateral Account Note Indebtedness due and Advance Account, for any or all of the Indebtedness, without notice to Borrower payable; (any requirement for such notice being expressly waived by Borrower); (ed) the Collateral Agent may, and shall, upon being if directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable 66 2/3% in Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable Purchasers (subject to the terms hereof), exercise any remedy permitted by this Agreement, or the other Loan Transaction Documents or law. In addition, upon the occurrence and at law or in equity; and (e) during the continuance of any default described in Sections 6.1(a) or (b) and subject to the terms of Section 2.1(d) of the Stockholders’ Agreement, the 66 2/3% in Interest Purchasers shall have the rights set forth in Section 2.1(d) of the Stockholders’ Agreement. If an Event of Default under Section 6.1(o) shall have occurred, the Company shall promptly issue to the Purchasers warrants to purchase $3,500,000 of Common Stock (the “Additional Warrants”). The Additional Warrants shall be issued to each Purchaser pro rata in such Purchaser’s Pro Rata Share. The Additional Warrants shall be in substantially the form of the Warrants, except that the exercise price of the Warrants shall be the Conversion Price. Notwithstanding anything to the contrary herein, if Stockholder Approval occurs following an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, the Notes shall still convert automatically into shares of Series B Preferred Stock pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from terms of this Agreement and the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableNotes.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower the Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: SECTION 4.1. Directions from the Controlling Party. (a) (i) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon Following the occurrence and during the continuation of an Indenture Default under any Indenture, the Controlling Party shall direct the Subordination Agent, which in turn shall direct the Loan Trustee under such Indenture, in the exercise of remedies available to the holders of the Equipment Notes issued pursuant to such Indenture, including, without limitation, the ability to vote all such Equipment Notes in favor of Accelerating such Equipment Notes in accordance with the provisions of such Indenture. If the Equipment Notes issued pursuant to any Indenture have been Accelerated following an Indenture Default with respect thereto, the Controlling Party may direct the Subordination Agent to sell, assign, contract to sell or otherwise dispose of and deliver all (but not less than all) of such Equipment Notes to any Person at public or private sale, at any location at the option of the Controlling Party, all upon such terms and conditions as it may reasonably deem advisable in accordance with applicable law. (ii) Notwithstanding the foregoing, so long as any Certificates remain Outstanding, during the period ending on the date which is nine months after the earlier of (x) the Acceleration of the Equipment Notes issued pursuant to any Indenture or (y) the occurrence of a Southwest Bankruptcy Event, without the consent of each Trustee, no Aircraft subject to the Lien of such Indenture or such Equipment Notes may be sold if the net proceeds from such sale would be less than the Minimum Sale Price for such Aircraft or such Equipment Notes. (iii) At the request of the Controlling Party, the Subordination Agent may from time to time during the continuance of an Event Indenture Default (and before the occurrence of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action a Triggering Event) commission LTV Appraisals with respect to the Pledged MERS Loans Aircraft subject to such Indenture. (iv) After a Triggering Event occurs and any Equipment Note becomes a Non-Performing Equipment Note, the Subordination Agent shall obtain Appraisals with respect to all of the Aircraft (the "LTV Appraisals") as soon as practicable and additional LTV Appraisals on or prior to each anniversary of the Agent deems advisabledate of such initial LTV Appraisals; provided that if the Controlling Party reasonably objects to the appraised value of the Aircraft shown in such LTV Appraisals, the Controlling Party shall have the right to obtain or cause to be obtained substitute LTV Appraisals (including any LTV Appraisals based upon physical inspection of the Aircraft).

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the Revolving Credit Aggregate Commitment Commitments terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) subsection 10.1(k), above, and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or clause (b), the entire unpaid principal Indebtedness Indebtedness, including the Notes, shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment Commitments shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, charge demand immediate delivery of cash collateral, and Borrowers and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lenderall outstanding Letters of Credit and Brazilian Advances, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being if directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders Banks or the LendersBanks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition; provided, upon however, that Agent shall not be entitled to foreclose its security interest in the, or otherwise cause a sale of the, stock pledged under the occurrence and during the continuance of an Event of Default, Agent may, Pledge Agreement or exercise any voting rights with respect to Pledged MERS Loans, direct MERS, pursuant to such stock until more than ninety (90) days have elapsed since the applicable Electronic Tracking Agreement, to remove Borrower from acceleration or maturity of the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisableIndebtedness.

Exercise of Remedies. (a) If an Event of Default has occurred and is continuing hereunder: (ai) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the Revolving Credit Aggregate Commitment terminated; (bii) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, declare the entire unpaid principal IndebtednessObligations, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerCompany; (ciii) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Agent under preceding clauses (ai) or (b)ii) of this Section 9.2, the entire unpaid principal Indebtedness Obligations shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (div) the Agent may, and shall, upon being directed to do so by the Majority LendersBanks, charge demand immediate delivery of cash collateral, and Company and each Account Party agrees to deliver such cash collateral upon demand, in an amount equal to the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account all outstanding Letters of Credit; and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (ev) the Agent may, and shall, upon being if directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders Banks or the LendersBanks, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition. (b) Notwithstanding the provisions of Section 9.2(a) above, upon in no event shall the occurrence and during Agent foreclose (i) any mortgage lien the continuance of an Event of DefaultAgent may have on the real property commonly known as 0000 Xxxxx Xxxxxxxx Xxxx, Agent mayXxxxxxx, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from Xxxxxxxx (the “Servicer” category on Michigan Real Estate”) without the MERS System and insert in place thereofconsent of all of the Banks (which consent shall not be unreasonably withheld, delayed or conditioned by any Bank), (ii) any security interest the Agent may have in any equity interest in any entity that owns all or its designee, any part of the Michigan Real Estate or direct MERS to take such other action with respect to the Pledged MERS Loans as (iii) exercise any right or remedy that would result in the Agent deems advisablepurchasing or otherwise acquiring any direct ownership (in whole or in part) in the Michigan Real Estate or an entity which owns the Michigan Real Estate (in whole or in part) without the consent of all of the Banks (which consent shall not be unreasonably withheld, delayed or conditioned by any Bank).

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 110% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime Referenced Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 110% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section Sections 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the NotesNotes (but excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations), immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived deposit into an account controlled by Borrower)Administrative Agent; (e) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than (1) Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall governgovern and (2) Lender Hedging Obligations and Lender Product Obligations) owing from time to time to the Administrative Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (32%); and (f) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest [then]Default Rate applicable [Base Rate plus three percent (3%)3%)]to such Indebtedness; and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Required Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Required Lenders, declare the entire unpaid principal amount of the Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Required Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Required Lenders, notify Borrower Borrowers or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section 2.6 Sections 2.9 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Required Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the NotesNotes (but excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations), immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived deposit into an account controlled by Borrower)Administrative Agent; (e) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than (1) Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall governgovern and (2) Lender Hedging Obligations and Lender Product Obligations) owing from time to time to the Administrative Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (32%); and (f) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment Commitments terminated; (b) with the consent of the Majority Lenders, Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the NotesNotes (but excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations), immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(j) and notwithstanding the lack of any declaration by Administrative Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness (excepting Indebtedness under Lender Hedging Obligations and Lender Product Obligations) shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment Commitments shall be automatically and immediately terminated; (d) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 100% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived deposit into an account controlled by Borrower)Administrative Agent; (e) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line (1) Advances with respect to which Section 2.6 hereof shall governgovern and (2) Lender Hedging Obligations and Lender Product Obligations) owing from time to time to the Administrative Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Alternate Base Rate plus three percent (32%); and (f) the Administrative Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.MRC Energy Company Credit Agreement 111

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the BorrowerBorrowers; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge demand immediate delivery of cash collateral, and the Borrowers agree to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower the Borrowers or any Credit applicable Loan Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Revolving Credit Lenders, charge demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maximum amount that may be available to be drawn at any deposit or other account time prior to the stated expiry of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Accountall outstanding Letters of Credit, for any or all of deposit into an account controlled by the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower)Agent; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Swing Line Term Loan Advances with respect to which Section Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Base Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i9.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account demand immediate delivery of cash collateral, and each Borrower with Agent or any Lenderagrees to deliver such cash collateral upon demand, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all in an amount equal to 105% of the Indebtedness, without notice maximum amount that may be available to Borrower (be drawn at any requirement for such notice being expressly waived by Borrower)time prior to the stated expiry of all outstanding Letters of Credit; (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances Advances, and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest applicable Prime-based Rate plus three two percent (32%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of an Event of Default, Agent may, with respect to Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and insert in place thereof, the Agent or its designee, or direct MERS to take such other action with respect to the Pledged MERS Loans as the Agent deems advisable.

Exercise of Remedies. If an Event of Default has occurred and is continuing hereunder: (a) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Borrower; (c) upon the occurrence of any Event of Default specified in Section 7.1(i) and notwithstanding the lack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; (d) the Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon Upon the occurrence and during the continuance of an Event of Default, and subject to the provisions of Section 11.13(b) hereof, the Revolving Lender shall have the right to deliver a written demand upon the Administrative Agent mayto accelerate the maturity of the Obligations and/or commence and diligently pursue the exercise of its enforcement rights or remedies against, and take action to enforce its Liens on, the Collateral (a “Revolver Enforcement Notice”). Commencing (i) in the case of a Revolver Enforcement Notice relating to an Event of Default arising under Section 9.01(a) hereof, 30 days after the Administrative Agent’s receipt of such Revolver Enforcement Notice, and (ii) in the case of any other Event of Default, 90 days after the Administrative Agent’s receipt of such Revolver Enforcement Notice, in each case to the extent the Event of Default giving rise to the Revolver Enforcement Notice has not otherwise been waived in writing or cured, the Administrative Agent shall (and is hereby authorized by the parties hereto) accelerate the maturity of the Obligations and commence and diligently pursue in good faith the exercise of its enforcement rights or remedies against, and take action to enforce its Liens on, the Collateral in accordance with the terms of the Loan Documents, so long as the Administrative Agent is permitted to exercise such rights and remedies by the terms of the Loan Documents (excluding any restriction on implementing such rights or remedies based upon authorization by Required Lenders or any other vote of the Lenders, but otherwise subject to all consent rights or requirements in favor of the Lenders or the Required Lenders) and/or under applicable law (including, without limitation, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral; engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting, and selling a material portion of the Collateral; opposition of the use of cash collateral or sale of assets in an Insolvency Proceeding; the commencement of any action to foreclose on its Lien on all or any material portion of the Collateral; notification of account debtors to make payments to the Administrative Agent or its agents; any action to take possession of all or any material portion of the Collateral; or commencement of any legal proceedings or actions against or with respect to Pledged MERS Loansall or any material portion of the Collateral), direct MERSprovided that (i) such Event of Default has not been waived or cured, pursuant (ii) in the good faith determination of the Administrative Agent, taking such action is permitted under the terms of the Loan Documents and applicable law, (iii) taking such action will not result in any liability of the Administrative Agent or the Lenders to the applicable Electronic Tracking AgreementBorrowers or any other Person, and (iv) the Administrative Agent shall be entitled to all of the benefits of the Credit Agreement in connection with taking such enforcement action. (b) Upon the occurrence and during the continuance of an Event of Default, the Term Loan Lenders, to remove Borrower from the “Servicer” category on extent they do not at such time constitute Required Lenders hereunder, shall have the MERS System right to deliver a written demand upon the Administrative Agent to accelerate the maturity of the Obligations and/or commence and insert in place thereofdiligently pursue the exercise of its enforcement rights or remedies against, and take action to enforce its Liens on, the Collateral (a “Term Loan Enforcement Notice”). Commencing (i) in the case of a Revolver Enforcement Notice relating to an Event of Default arising under Section 9.01(a) hereof, 45 days after the Administrative Agent’s receipt of such Term Loan Enforcement Notice, and (ii) in the case of any other Event of Default, 90 days after the Administrative Agent’s receipt of such Term Loan Enforcement Notice, in each case to the extent the Event of Default giving rise to the Term Loan Enforcement Notice has not otherwise been waived in writing or cured, the Administrative Agent shall (and is hereby authorized by the parties hereto) accelerate the maturity of the Obligations and commence and diligently pursue in good faith the exercise of its enforcement rights or remedies against, and take action to enforce its Liens on, the Collateral at the direction of the Required Lenders, so long as the Administrative Agent is permitted to exercise such rights and remedies by the terms of the Loan Documents (excluding any restriction to implementing such rights and remedies based upon authorization by Required Lenders or any other vote of the Lenders, but otherwise subject to all consent rights or requirements in favor of the Lenders or the Required Lenders) and/or under applicable law (including, without limitation, any or all of the following: solicitation of bids from third parties to conduct the liquidation of all or a material portion of Collateral; engagement or retention of sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers or other third parties for the purposes of valuing, marketing, promoting, and selling a material portion of the Collateral; opposition of the use of cash collateral or sale of assets in an Insolvency Proceeding; the commencement of any action to foreclose on its Lien on all or any material portion of the Collateral; notification of account debtors to make payments to the Administrative Agent or its designee, or direct MERS agents; any action to take such other action possession of all or any material portion of the Collateral; or commencement of any legal proceedings or actions against or with respect to all or any material portion of the Pledged MERS Loans as Collateral), provided that (i) such Event of Default has not been waived or cured, (ii) in the good faith determination of the Administrative Agent, taking such action is permitted under the terms of the Loan Documents and applicable law, (iii) taking such action will not result in any liability of the Administrative Agent deems advisableor the Lenders to the Borrowers or any other Person, and (iv) the Administrative Agent shall be entitled to all of the benefits of the Credit Agreement in connection with taking such enforcement action.