Common use of Lender’s Remedies Clause in Contracts

Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event of Default has occurred, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever a Pre-Default Event or Upon the occurrence of an Event of Default has occurred, and at any Lender may time thereafter without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as prejudice to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the rights and remedies of a secured party the Lender under the UCC and other applicable laws, including the right to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public other Security Documents or private sale, as otherwise the Lenders in their sole discretion Lender may deem advisable; and such sales may be adjourned from time to time with take any one or without notice. The Lenders shall have more of the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains following actions: 20.2.1 by written notice to the CollateralBorrower declare its commitment to advance the Loan and the Master Agreement cancelled, in advertising for sale and selling any Collateral and any Borrower’s rights under whereupon the same shall be cancelled; 20.2.2 by written notice to the Borrower demand the immediate repayment of the Loan, all licenses interest accrued thereon and all franchise agreements other Outstanding Indebtedness; whereupon the same shall inure become immediately due and payable; and 20.2.3 (if any Bank Guarantee has then been issued and is outstanding) by written notice to the Lenders’ benefit Borrower demand that the Borrower: 20.2.4 give the Lender cash cover for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any (if the Lender so specifies) part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of the Bank Guarantee Liabilities; and/or 20.2.5 put the Lender in funds to make a payment which the Issuing Bank is then authorised by this Agreement to make in connection with the Bank Guarantee Liabilities; and/or 20.2.6 execute such price against documents as the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person Lender may require in order to enforce create or perfect in the Borrowers’ obligations Lender's favour a restriction on withdrawal or repayment of any amount paid by the Borrower under this Clause 21.2 and/or a security in or over such amount, in each case to Lenderssecure or support the Borrower's liabilities to the Lender under this Agreement; 20.2.7 take steps to exercise the rights and remedies conferred upon the Lender by this Agreement and the other Security Documents and exercisable on or after the occurrence of an Event of Default. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever a Pre-Default Upon the happening of any Event or an of Default, Lender shall have the right, if such Event of Default has occurredshall then be continuing, in addition to all the remedies conferred upon Lender by law or equity or the terms of any Lender may Loan Document, to do any or all of the following, concurrently or successively, without prior notice immediately suspend making Advancesto any Borrower Party: 11.1.2.1. In Declare the event that any Lender decides Note to suspend making Advances and any other Lender has paid to the Agent funds for Advancesbe, and such Advances have not been sent to the Borrowersit shall thereupon become, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are hereby expressly waived by waived, anything contained herein or in the Borrowers. The Borrowers’ obligations Note to the Lenders contrary notwithstanding; or 11.1.2.2. Terminate Lender's obligations under this Agreement to extend credit of any kind or to make any disbursement, whereupon the commitment and obligation of Lender to extend credit or to make disbursements hereunder shall be immediately due terminate; or 11.1.2.3. Disburse funds in the Interest Reserve and/or the TI Reserve and payable without declaration by apply the Lenders if same to amounts outstanding under the Loan; or 11.1.2.4. Exercise all of its rights and remedies at law, in equity and/or pursuant to any or all Collateral Documents, including foreclosing on the Property or liquidating the Pledged Stock Property. Notwithstanding anything to the contrary contained herein, Lender shall have no obligation to advance funds hereunder, including funds in the Interest Reserve or the TI Reserve, while any Event of Default consists or Potential Event of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right Default shall exist. Borrower shall pay to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial processLender, upon the premises of any Borrowerdemand, all expenses (including, without any obligation limitation, attorneys' fees and expenses) of obtaining such judgment or decree or of otherwise seeking to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all enforce its rights under this Agreement or any of the Collateral at public or private saleother Loan Documents; and all such expenses, as determined by Lender in its sole and absolute discretion, shall, until paid, be secured by the Lenders in their sole discretion may deem advisable; Loan Documents and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, bear interest at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral Default Rate described in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to LendersNote. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. 9.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (a) Whenever a Pre-Default Event unless otherwise provided in any instrument evidencing the same or an Event agreement relating thereto), shall be payable by Borrower at Lender’s demand at the office of Default has occurredLender in New York, any Lender may without prior notice immediately suspend making AdvancesNew York. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advancesaddition, and such Advances have not been sent to the Borrowersall Obligations shall be, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e)at Lender’s option, (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration notice or demand upon termination of this Agreement or upon the occurrence of any one or more of the following events of default (“Default”): (1) if Borrower shall fail to pay to Lender when due any amounts owing to Lender under any Obligation, or if there shall occur a Default or breach by Borrower or any Affiliate of Borrower of any of the Lenders. terms, covenants, conditions or provisions of this Agreement, any Loan Document or any other agreement by or among Borrower or any of its Affiliates and Lender or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed money; (c2) Upon if any person who has pledged, granted, issued or arranged collateral security or the LC for the Obligations (a “Pledgor”), shall die, terminate or attempt to terminate its obligations; or if any such person shall breach any of the terms, covenants, conditions or provisions of any agreement or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless or no longer subject to insurance; (3) if any representation, warranty, or statement of fact made to Lender or an Affiliate of Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect at the time it is made; (4) if an Insolvency Proceeding is commenced by Borrower or any Pledgor or if an Insolvency Proceeding is commenced against Borrower or any Pledgor and after is not dismissed or stayed within sixty (60) days (provided that no advances will be made prior to the dismissal of such Insolvency Proceeding) or if a judgment, levy, attachment or distraint against Borrower remains unpaid, unstayed or undismissed for a period of more than five days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any kind is appointed for it or any of its property; (5) if at any time Lender shall, in its sole discretion, reasonably exercised, consider the Obligations insecure or any part of the Receivables unsafe, insecure or insufficient and Borrower shall not on demand furnish other collateral or make payment on account, satisfactory to Lender; (6) if (x) Borrower shall default under or breach the terms of any present or future lease (each a “Lease”) of any premises now or hereafter leased by Borrower (“Leased Premises”) or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to ERISA is completely or partially terminated or the Pension Benefit Guaranty Corporation commences proceedings for the purpose of effecting any such termination or an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws; or (9) if there is a default or breach of any provision of any Intercreditor Agreement; or (10) or upon any Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except Default as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as defined or alleged with respect to any and all acts takenindebtedness or obligation evidenced by or referred to in any Increditor Agreement, including but not limited to waiversa certain April 21, foreclosure2017 Subordinated Convertible Non-Redeemable Secured Note (or any replacement) payable to Raptor/Harbor Reeds SPV LLC; or (11) the LC is terminated, repossession, liquidation and/or cancelled or no longer in favor of Lender prior to a Renewal Date and $1,500,000 of the taking Permitted Overadvance has not been paid to Lender immediately thereafter; or (12) if the LC is not extended or renewed to Lender’s satisfaction within ninety (90) days prior to any Renewal Date. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the Obligations, in addition to amounts payable under Section 10.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (ii) Lender shall have the right (in addition to any other action rights Lender may have under this Agreement or otherwise) without further notice or demand to Borrower, to enforce payment of any Receivables or Collateral, to settle, compromise, or release in whole or in part, any amounts owing on Receivables or Collateral, to prosecute any action, suit or proceeding with respect to Receivables or Collateral, to extend the Collateral or the Guaranty. The Lenders’ exercise time of payment of any rightand all Receivables or Collateral, remedy to make allowances and adjustments with respect thereto, to issue credits in Lender’s name or attorney-in-fact appointment shall not relieve Borrower’s, to demand payment under the Borrowers of any of their obligations LC (subject to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (ASubordination Agreement with Raptor/Harbor Reeds SPV LLC executed contemporaneously herewith) to immediately cease further Advances and/or terminate this Agreementsell, assign and (B) to declare deliver the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest Receivables or further notice or process of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or any of the Collateral part thereof) and any returned, reclaimed or repossessed merchandise or other property held by Lender or by Borrower for Lender’s account, at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrowerat broker’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereofboard, for cash, upon credit or any combination thereofotherwise, at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the Lenders may purchase all giving of five days’ notice by Lender, sent by ordinary mail, postage prepaid, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or Collateral or any part other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the Collateral at public or, if permitted foregoing rights or remedies shall be applied by law, private sale and, in lieu of actual Lender to the payment of the Obligations in such purchase priceorder as Lender may elect, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the Lenders therefore. Each contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower agrees within 5 Business Days after Borrower’s receipt of written notice from Lender that the Inventory act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointment. 9.2. The enumeration of the foregoing rights and remedies is not intended to be exhaustive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies Lender may have under the UCC or other applicable law. Lender shall have the right, in its sole discretion, to determine which rights and remedies, and in which order any of the same, are to be exercised, and to determine which Receivables or Collateral are to be proceeded against and in which order, and the Motor Vehicles are exercise of any right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. No act, failure or delay by Lender shall constitute a type waiver of collateral customarily sold any of its rights and remedies. No single or partial waiver by Lender of any provision of this Agreement, or breach or default thereunder, or of any right or remedy which Lender may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a recognized market. future occasion. Borrower waives presentment, notice of dishonor, protest and notice of protest of all instruments included in or evidencing any of the Obligations or the Receivables or Collateral and any and all notices or demands whatsoever (v) The right at any time and from time to time thereafterexcept as expressly provided herein). Lender may, at all times, proceed directly against Borrower to enforce payment of the Lenders’ sole discretion Obligations or any other rights and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral remedies in the name of Loan Documents and shall not be required to first enforce its rights in the Lenders Receivables or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person security granted to it. Lender shall not be required to take any action of any kind to preserve, collect or protect its or Borrower’s rights in order the Receivables or any other security granted to enforce the Borrowers’ obligations to Lendersit. 9.3. BORROWER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, THE OBLIGATIONS, THE RECEIVABLES, OR ANY OTHER TRANSACTION BETWEEN THE PARTIES AND BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY FEDERAL COURT LOCATED IN SUCH STATE IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE OBLIGATIONS. IN ANY SUCH LITIGATION BORROWER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO BORROWER AT ITS PLACE OF BUSINESS SET FORTH ABOVE. 9.4. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any liability, loss, damage, suit or proceeding ever suffered or incurred by Lender (viincluding attorneys’ fee) The right to carry out the actions within the scope as a result of each Borrower’s appointment failure to observe, perform or discharge Borrower’s duties hereunder or as a result of Borrower’s breach of any of the Lenders as attorney-in-factrepresentations, warranties and covenants of this Agreement. This indemnity shall survive termination of this Agreement for any reason.

Lender’s Remedies. (a) Whenever a Pre-Default Event or Upon the occurrence of an Event of Default has occurredor at any time thereafter, and in each and every case, unless such Event of Default shall have been remedied or waived in writing by Requisite Lenders, any Lender one or all of the following actions may without prior be taken: (a) upon the request of Requisite Lenders, the Administrative Agent shall, by notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for AdvancesBorrower terminate any or all of the Commitments, and whereupon such Advances have not been sent to Commitments of the BorrowersLenders thereunder immediately shall terminate; provided, however, that upon the occurrence of any event specified in either Section 11.1.6 or Section 11.1.7 the Commitments shall terminate automatically without further action by the Administrative Agent, the Agent shall promptly return such funds to such other Lenders.Lenders or the Issuing Bank; (b) If an Event upon request of Default consists of an event set forth in Section 12.1(e)Requisite Lenders, (f), (g), or (h), (x) the rights of the Borrowers to request Advances Administrative Agent shall be automatically declare all outstanding Obligations and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall Agreement, the Notes and the other Loan Documents to be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulativeimmediately, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) all such Obligations and 12.3(b) herein, in an Event of Default, the Lenders other amounts immediately shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are hereby expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders extent permitted by applicable law; provided, however, that upon the occurrence of any event specified in either Section 11.1.6 or Section 11.1.7 all such Obligations and other amounts immediately shall be immediately due and payable in full without declaration by or other notice; (c) the Administrative Agent immediately, and without expiration of any period of grace, may enforce payment of all Obligations of the Borrower and the Guarantors to the Administrative Agent and the Lenders if under this Agreement, the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of Notes and the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereofLoan Documents, and the Lenders may purchase Administrative Agent shall be entitled to all remedies available hereunder or any part thereunder; and (d) the Administrative Agent shall be entitled to exercise, for the ratable benefit of the Collateral at public orLenders, if permitted all other rights, powers, privileges, options and remedies available under or by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name virtue of the Lenders Loan Documents or Borrowers and (B) to take control, otherwise available at law or in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lendersequity. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (ai) Whenever a Pre-Default Event or Upon the occurrence of an Event of Default has occurred, under any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any described in Section 501(a) (other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If than an Event of Default consists of an event set forth described in Section 12.1(eSections 501(a)(4) and 501(a)(5) hereof), (f), (g), or (h), (x) then in every such case Lenders may declare the rights principal amounts of the Borrowers Notes to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration immediately, by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except a notice in writing to the extent required by law. Except as provided in Section 12.3(a) Company and 12.3(b) herein, in an Event of Default, the Lenders upon any such declaration such principal amounts shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders become immediately due and payable, whereupon . The Company specific ally acknowledges and agrees that the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process occurrence of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an under any event set forth described in Section 12.1(e)501(a) hereof will automatically cause all existing Notes to be in default, (f), (g), or (h)and all Events of Default under all Notes must be cured before any one Event of Default shall be deemed cured. (ii) All At any time after such a declaration of acceleration with respect to the Note has been made and before a judgment or decree for payment of the rights money due has been obtained by Lender as hereinafter in this Article provided, Lender may, by written notice to the Company, rescind and remedies of annul such declaration and its consequences if, (1) the Company has paid to Lender a secured party under the UCC and other applicable laws, including the right sum sufficient to appoint a receiver. (iii) The right at any time to pay (A) enter through self-help all overdue interest on the Note, (B) the principal on the Note which has become due otherwise than by such declaration of acceleration and without judicial processinterest thereon at the Note Rate, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the CollateralNote Rate, and (BD) require any Borrower to assemble all sums paid or advanced by Lender hereunder and the Collateral actual compensation, expenses, disbursements and make it available advances of Lender, its agents and counsel; and (2) all Events of Default with respect to the Lenders at a place to be designated by Note, other than the Lenders. (iv) The right to sell or otherwise dispose of all or any nonpayment of the Collateral at public principal of the Note which has become due solely by such declaration of acceleration, have been cured or private salewaived by Lender. No such rescission shall affect any subsequent default or impair any right consequent thereon. In the case of any Event of Default described in Section 501(a)(4) or 501(a)(5), as all unpaid principal of and accrued interest on the Lenders in their sole discretion may deem advisable; Note shall be due and such sales may be adjourned from time to time with or payable immediately without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license declaration or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to act on the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLender. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever 5.1 Upon the happening of a Pre-Default Event or an Event of Default has occurred, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the BorrowersEvent, the Agent shall promptly return such funds Lender may, without notice to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) and without the rights consent of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate Borrower and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of DefaultPolicy Owner, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent unless such notice or consent is expressly provided for hereunder or is required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders Outstanding Balance immediately due and payable, whereupon the Borrowers’ obligations shall become exercise all of its rights and be due seek remedies under this Assignment Agreement, including any rights or remedies it may have under common law, statute or in equity, and payablefurthermore, without presentmentlimiting the generality of the foregoing, demandit may: a) exercise any right under the Policy including, protest but not limited to, withdrawing any amounts from any or further notice all investment accounts in the Policy and applying such amounts in repayment of the Outstanding Balance, and, without limiting the generality of the foregoing, surrendering the Policy, in whole or process in part, to repay the Outstanding Balance; b) commence legal proceedings against the Policy Owner; and c) once the Outstanding Balance is repaid in full, recover any other indebtedness of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations Policy Owner to the Lenders shall Lender, whether or not then due. Notwithstanding the foregoing statement, and for greater certainty and as set out in subsection 3.3, the Parties agree that any payment of Policy proceeds (net of costs, if any) must first be immediately due used to repay the Outstanding Balance and payable without declaration by cannot first be used to repay any other debt the Lenders if Borrower or the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h)Guarantor may have with the Lender. (ii) All 5.2 The Lender’s failure to exercise a right or remedy shall not constitute a waiver of the Lender’s right to exercise such right or remedy in the future, and, for greater certainty, the Lender’s acceptance of the payment of a sum of money following a Default Event shall not constitute a waiver of its rights and remedies hereunder. 5.3 The Lender shall not be bound to exercise any of a secured party its rights, or seek any remedies it may have against any other party, or in respect of any securities pledged, or guarantees given to it before being entitled to exercise any rights, or seek any remedies that it may have under this Assignment Agreement against the UCC Policy Owner. 5.4 The Lender’s rights and remedies under this Assignment Agreement are in addition to, and not in substitution for, any other applicable lawsrights and remedies the Lender may have at any time, including the right to appoint a receiver. (iii) The right at without limitation any time to (A) enter through self-help rights and without judicial processremedies arising under common law, upon the premises of any Borrowerin equity, without any obligation to pay rent under statute, or pursuant to any Borrower, other contract or security granted to enter any other place or places where it to secure the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the LendersObligations. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (ai) Whenever a Pre-Default Event or Upon the occurrence of an Event of Default has occurred, under any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any described in Section 501(a) (other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If than an Event of Default consists of an event set forth described in Section 12.1(eSections 501(a)(4) and 501(a)(5) hereof), (f), (g), or (h), (x) then in every such case Lender may declare the rights principal amounts of the Borrowers Note to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration immediately, by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except a notice in writing to the extent required by law. Except as provided in Section 12.3(a) Company and 12.3(b) herein, in an Event of Default, the Lenders upon any such declaration such principal amount shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders become immediately due and payable, whereupon . The Company specifically acknowledges and agrees that the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process occurrence of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an under any event set forth described in Section 12.1(e)501(a) hereof will automatically cause the Note to be in default, (f), (g), or (h)and all Events of Default under the Note must be cured before any one Event of Default shall be deemed cured. (ii) All At any time after such a declaration of acceleration with respect to the Note has been made and before a judgment or decree for payment of the rights money due has been obtained by Lender as hereinafter in this Article provided, Lender may, by written notice to the Company, rescind and remedies annul such declaration and its consequences if, (1) the Company has paid to Lender a sum sufficient to pay (A) all overdue interest on the Note, (B) the principal on the Note which has become due otherwise than by such declaration of a secured party under acceleration and interest thereon at the UCC Note Rate, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the Note Rate, and (D) all sums paid or advanced by Lender hereunder and the actual compensation, expenses, disbursements and advances of Lender, its agents and counsel; and (2) all Events of Default with respect to the Note, other applicable lawsthan the nonpayment of the principal of the Note which has become due solely by such declaration of acceleration, including have been cured or waived by Lender. No such rescission shall affect any subsequent default or impair any right consequent thereon. In the right to appoint a receivercase of any Event of Default described in Section 501(a)(4) or 501(a)(5), all unpaid principal of and accrued interest on the Note shall be due and payable immediately without any declaration or other act on the part of Lender. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises Obligations of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated this Note are secured by the LendersSecurity Agreement dated August 1, 1996. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event Upon: (i) the expiration of Default has occurred, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), Forbearance Period; or (h)ii) Obligor’s failure to observe and perform each and every term, (x) the rights covenant and condition of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate this Agreement and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon Loan Documents from and after an Event the date of Defaultthis Agreement, the Lenders Xxxxxxx and Agent shall have the following rights and remedies. The option, at their sole discretion, of exercising any of their rights and remedies shall be cumulativeunder the Loan Documents, and not exclusiveincluding, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waiversto, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of instituting litigation against any of their obligations the Obligors to collect the Lenders. (i) The right, at outstanding balance of the Lenders’ discretion Loan and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the Borrowersother Indebtedness. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the rights and remedies of a secured party under this Agreement and the UCC other Loan Documents shall be cumulative and other applicable lawsnon-exclusive, including the right to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if extent permitted by law, private sale andand may be exercised successively, concurrently or in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency order as Lenders or Agent shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketelect. (vb) The In addition to Agent and Xxxxxxx other remedies set forth in the Credit Agreement, First Forbearance Agreement and other Loan Documents, Borrowers and Guarantors agree that upon the occurrence of any Forbearance Termination Event or Event of Default, Agent and Lenders may enforce their rights under the Loan Documents and applicable law, including, but not limited to, through appointment of a receiver over the Obligors and their respective businesses and assets. Obligors consent to the appointment of a receiver and waive any right at any time to contest the appointment of a receiver. With regard to the appointment of a receiver, Agent and from time Lenders shall include the following rights: (x) Agent and Lender shall be entitled to time thereafterappointment of a receiver as a matter of right; (y) the receiver may serve without bond; and (z) all fees and expenses of the receiver and professional advisors employed by the receiver that are paid for by the Lenders shall become part of the Indebtedness and shall be payable on demand, and shall bear interest at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to LendersApplicable Interest Rate. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (ai) Whenever a Pre-Default Event or Upon the occurrence of an Event of Default has occurred, under any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any described in Section 501(a) (other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If than an Event of Default consists of an event set forth described in Section 12.1(eSections 501(a)(4) and 501(a)(5) hereof), (f), (g), or (h), (x) then in every such case Lenders may declare the rights principal amounts of the Borrowers Notes to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration immediately, by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except a notice in writing to the extent required by law. Except as provided in Section 12.3(a) Company and 12.3(b) herein, in an Event of Default, the Lenders upon any such declaration such principal amounts shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders become immediately due and payable, whereupon . The Company specifically acknowledges and agrees that the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process occurrence of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an under any event set forth described in Section 12.1(e)501(a) hereof will automatically cause all existing Notes to be in default, (f), (g), or (h)and all Events of Default under all Notes must be cured before any one Event of Default shall be deemed cured. (ii) All At any time after such a declaration of acceleration with respect to the Note has been made and before a judgment or decree for payment of the rights money due has been obtained by Lender as hereinafter in this Article provided, Lender may, by written notice to the Company, rescind and remedies annul such declaration and its consequences if, (1) the Company has paid to Lender a sum sufficient to pay (A) all overdue interest on the Note, (B) the principal on the Note which has become due otherwise than by such declaration of a secured party under acceleration and interest thereon at the UCC Note Rate, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the Note Rate, and (D) all sums paid or advanced by Lender hereunder and the actual compensation, expenses, disbursements and advances of Lender, its agents and counsel; and (2) all Events of Default with respect to the Note, other applicable lawsthan the nonpayment of the principal of the Note which has become due solely by such declaration of acceleration, including have been cured or waived by Lender. No such rescission shall affect any subsequent default or impair any right consequent thereon. In the right to appoint a receivercase of any Event of Default described in Section 501(a)(4) or 501(a)(5), all unpaid principal of and accrued interest 18 on the Note shall be due and payable immediately without any declaration or other act on the part of Lender. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises Obligations of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated this Note are secured by the LendersSecurity Agreement dated August 1, 1996. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever a Pre-Default Event or an 7.1 Upon the occurrence of any Event of Default has occurredhereunder, any Lender may without prior notice immediately suspend making Advances. In at its option either simultaneously or in any order whatsoever, take the event that following actions: 7.1.1 Decline and refuse and be relieved of any Lender decides obligation to suspend making Advances and make any other Lender has paid to Advance hereunder or under the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other LendersNote. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers 7.1.2 Declare to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kindwith interest, all funds advanced by or owed to Lender under the Note and any of which are expressly waived by the Borrowers. The Borrowers’ obligations other Loan Documents. 7.1.3 Foreclose its lien and/or exercise its right to cause the Lenders shall Collateral to be immediately due sold under the Mortgage and payable without declaration by exercise any other rights and remedies given to Lender in all other Loan Documents. 7.1.4 Take such other action as Lender may deem necessary to protect its interest 7.1.5 File suit against Borrower for any sums owing and/or for 7.1.6 Enter into possession of the Lenders if Property in accordance with and for the Event of Default consists of an event purposes set forth in Section 12.1(e)the Mortgage (all funds disbursed by Lender in exercising such rights shall be deemed to have been disbursed to Borrower, (f), (g), or (hshall become additional obligations under the Loan Documents and shall be secured by the Loan Documents). (ii) All of the rights 7.1.7 Exercise any and all remedies of a secured party under the UCC and Uniform Commercial Code with respect to the Collateral; 7.1.8 Take such other applicable lawsactions or remedies as may be available to Lender under the Loan Documents and/or at law or in equity. 7.1.9 Take one or more of the following actions in connection with the construction of the Improvements: (a) use any funds of Borrower, including the right Required Completion Assurance Deposit(s) (if any) and any sums which may remain unadvanced hereunder, to appoint a receiver. continue and/or cause Completion of the Work; (iiib) The right at demand and receive performances due under the Principal Work-Related Items and the other Contracts, Intangibles, Permits and Licenses; (c) make such changes to the scope of the Work and to the Principal Work-Related Items and other Contracts, Intangibles, Permits and Licenses as Lender may deem necessary or desirable in its sole and absolute judgment; (d) file claims, institute enforcement actions and otherwise prosecute and defend all actions or proceedings relating to the Work, the Principal Work-Related Items and the other Contracts, Intangibles, Permits and Licenses as Lender may deem necessary or desirable in its sole and absolute judgment; (e) pay, settle or compromise all existing bills and claims which are or may be liens against the Property or any time to (A) enter through self-help Contracts, Intangibles, Permits and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any BorrowerLicenses, or to enter any other place may be necessary or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises desirable for the purpose of collecting continuance or disposing Completion of the CollateralWork related thereto or the clearance of title, all without notice to Borrower; (f) execute in Borrower's name all applications, certificates, notices and other instruments and give all instructions and communications which may be required or permitted by the Principal Work-Related Principal Items, other Contracts' Intangibles, Permits and Licenses, as determined by Lender in its sole and absolute judgment; (Bg) require do any Borrower to assemble the Collateral and make it available every act with respect to the Lenders at a place Completion of the Work. the Principal Work-Related Items and the other Contracts. Intangibles, Permits and Licenses which Borrower may do in its behalf: (h) employ such contractors, subcontractors. suppliers, agents, attorneys, architects, accountants. appraisers, security guards and inspectors as Lender may in its sole and absolute judgment deem necessary or desirable to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or accomplish any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisableabove purposes; and such sales may be adjourned from time to time with or without notice. The Lenders shall have (i) receive, collect, open and read all mail of Borrower for the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights sole purpose of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains obtaining all items pertaining to the CollateralWork, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, Principal Work-Related Items and the Lenders may purchase all or any part of the Collateral at public orother Contracts, if permitted by lawintangibles, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory Permits and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLicenses. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event of Default has occurredoccurred and whenever Lender is entitled to take over Contract administration, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and not none exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ Lender's exercise of any right, remedy remedy, or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their its obligations to the LendersLender. (iA) The right, at the Lenders’ Lender's discretion and without notice, (Ai) to immediately cease further Advances and/or terminate this Agreement, and (Bii) to declare the Borrowers’ Borrower's obligations to the Lenders Lender immediately due and payable, whereupon the Borrowers’ Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the BorrowersBorrower. The Borrowers’ Borrower's obligations to the Lenders Lender shall be immediately due and payable without declaration by the Lenders Lender if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), a petition filed under the Bankruptcy Code or (h)any similar federal or state law. (iiB) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iiiC) The right at any time to (Ai) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (Bii) require any Borrower to assemble the Collateral and make it available to the Lenders Lender at a place to be designated by the LendersLender. (ivD) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders Lender in their its sole discretion may deem advisable, with such notice as may be required by law; and such sales may be adjourned from time to time with or without notice. The Lenders Lender shall have the right to conduct such sales on any Borrower’s 's premises without charge for such time and Collateral as the Lenders Lender may see fit. The Lenders are Lender is hereby granted a license or other applicable right to use, without charge, any Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s 's rights under all licenses and all franchise agreements shall inure to the Lenders’ Lender's benefit for this purpose. The Lenders Lender shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders Lender may purchase all or any part of 62 the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ Borrower's obligations to Lender. Without excluding other methods of disposition which may be commercially reasonable, it shall be a commercially reasonable disposition of the LendersPledged Contracts and Contract Rights for Lender to collect and enforce the Contracts and Contract Rights in the same manner that it collects and enforces similar Contracts and Contract Rights for its own account or for the account of other Persons. If any deficiency shall arise from the disposition of Collateral, the Borrowers Borrower shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLender therefor. (vE) The right at any time and from time to time thereafter, at the Lenders’ Lender's sole discretion and without notice to the BorrowersBorrower, (Ai) to enforce payment of the Contract Debtor's and Contract Rights Payor's obligations, and to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders Lender or Borrowers Borrower and (Bii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are Lender is not obligated to pursue the Collateral or the Guarantor or the Validity of Collateral Guarantor or any other Person in order to enforce the Borrowers’ Borrower's obligations to LendersLender. (viF) The right to take over in Lender's or Borrower's name all or part of the administration of the Contracts. (G) The right to carry out the actions within the scope of each Borrower’s 's appointment of the Lenders Lender as attorney-in-fact. (H) The right to offset or apply the funds in the Depository Account.

Lender’s Remedies. (a) Whenever a Pre-Default Upon the happening of any Event or an of Default, Lender shall have the right, if such Event of Default has occurredshall then be continuing, in addition to all the remedies conferred upon Lender by law or equity or the terms of any Lender may Loan Document or Other Related Document, to do any or all of the following, concurrently or successively, without prior notice immediately suspend making Advancesto any Borrower Party: 9.1.2.1. In Declare the event that any Lender decides Note to suspend making Advances and any other Lender has paid to the Agent funds for Advancesbe, and such Advances have not been sent to the Borrowersit shall thereupon become, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are hereby expressly waived by waived, anything contained herein or in the Borrowers. The Borrowers’ obligations Note to the Lenders contrary notwithstanding; or 9.1.2.2. Terminate Lender’s obligations under this Agreement to extend credit of any kind or to make any disbursement, whereupon the commitment and obligation of Lender to extend credit or to make disbursements hereunder shall be immediately terminate; or 9.1.2.3. Appropriate and apply to any amounts due under the Loan Documents or the Other Related Documents any and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(eall balances, credits, deposits (general or special, time or demand, provisional or final), accounts or monies of Borrower with Lender including, without limitation, the Security Deposit (f)and in the event the Security Deposit is in the form of a letter of credit, (g), draw on the same and apply the proceeds thereof to any such amounts due or (h). (ii) All hold the same in cash form pursuant to the terms of the Cash Collateral Agreement); or 9.1.2.4. Exercise all of its rights and remedies of a secured party under the UCC and other applicable lawsat law, in equity and/or pursuant to any or all Collateral Documents, including foreclosing on the right Collateral. Borrower shall pay to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial processLender, upon the premises of any Borrowerdemand, all out-of-pocket expenses actually incurred (including, without any obligation limitation, attorneys’ fees and expenses) of obtaining such judgment or decree or of otherwise seeking to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all enforce its rights under this Agreement or any of the Collateral at public other Loan Documents or private salethe Other Related Documents; and all such expenses, as determined by Lender in its sole and absolute discretion, shall, until paid, be secured by the Lenders in their sole discretion may deem advisable; Loan Documents or the Other Related Documents and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, bear interest at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral Default Rate described in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to LendersNote. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. Upon the occurrence of a Participant Default, if the Lender desires to exercise any remedy(ies) available hereunder or at law or in equity, the Lender shall notify the Participant of the action it intends to take at least ten (10) Business Days before exercising such remedy(ies). In conjunction with exercising such remedy(ies), Lender shall specify whether this Participation Agreement is to terminate, and if so the Termination Date. The following remedies shall be available to the Lender upon the occurrence of a Participant Default: (a) Whenever a Pre-Default Event or an Event of Default has occurred, any The Lender may without prior notice immediately suspend making Advances. In purchase the Participant's Undivided Interests in the Loans at a purchase price equal to the Participant's Undivided Interest in the aggregate Outstanding Amount of the Loans, plus accrued and unpaid interest thereon to the date of purchase and plus all Loan Fees, unreimbursed Extraordinary Servicing Expenses and Ancillary Fees due to Participant; provided however, that in the event that any the Participant Default relates only to one Loan, Lender decides may only purchase the Participant's Undivided Interest in the Loan to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and which such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders.Participant Default relates; (b) If an Event of Default consists of an event set forth The Lender may terminate the Participant's right to purchase Participation Interests in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders.Loans; (c) Upon and after an Event of DefaultThe Lender may refuse to permit the Participant to fund additional Advances under the Loans. In such case, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion Lender shall fund 100% of all future Advances and without notice, (A) shall continue to immediately cease further Advances and/or terminate administer the Loans in accordance with this Agreement, Participation Agreement and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right Lender shall be entitled to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all or take any of the Collateral at public or private sale, as the Lenders action specified in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.Section

Lender’s Remedies. 8.1. Borrower agrees that all of the loans and advances made by Lender under the terms of this Agreement, together with all Obligations of Borrower as defined herein (a) Whenever a Pre-Default Event unless otherwise provided in any instrument evidencing the same or an Event agreement relating thereto), shall be payable by Borrower at Lender's demand at the office of Default has occurredLender in New York, any Lender may without prior notice immediately suspend making AdvancesNew York. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advancesaddition, and such Advances have not been sent to the Borrowersall Obligations shall be, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e)at Lender's option, (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by notice or demand upon termination of this Agreement or upon the Lenders. (c) Upon and after an Event occurrence of Default, the Lenders shall have any one or more of the following rights and remedies. The rights and remedies events of default ("Default"): (1) if Borrower shall be cumulativefail to pay to Lender when due any amounts owing to Lender under any Obligation, and not exclusivesuch non-payment continues for five (5) days after notice from Lender, except to the extent required or if there shall occur a breach by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event Borrower or any Affiliate of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their obligations the terms, covenants, conditions or provisions of this Agreement or any other agreement between Borrower or any of its Affiliates and Lender and such failure continues for ten (10) days after notice from Lender, or any of its Affiliates or if Borrower shall fail to pay when due any indebtedness for borrowed mone and such failure continues for five (5) days after notice to Borrower of such failure; (2) if any guarantor, endorser or other person liable on the Lenders. (i) The rightObligations or who has pledged or granted collateral security for the Obligations, at shall die, terminate or attempt to terminate its guaranty or pledge agreement or shall breach any of the Lenders’ discretion and without noticeterms, (A) to immediately cease further Advances and/or terminate this Agreementcovenants, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest conditions or further notice or process provisions of any kindguarantee, all endorsement or other agreement of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g)such person with, or in favor of, Lender or if a material portion of any tangible Collateral for the Obligations is destroyed or lost or rendered valueless; (h). (ii3) All if any representation, warranty, or statement of the rights and remedies fact made to Lender or an Affiliate of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iii) The right Lender at any time by or on behalf of Borrower or an Affiliate of Borrower is false or misleading in any material respect; (4) if Borrower shall become insolvent, is generally unable to (A) enter through self-help and without judicial processpay its debts as they mature, upon the premises files or has filed against it a petition in bankruptcy, liquidation or reorganization, or if a judgment against Borrower remains unpaid, unstayed or undismissed for a period of more than ten days, or if Borrower discontinues doing business for any reason, or if a custodian, receiver or trustee of any Borrowerkind is appointed for it or any of its property; (5) if at any time Lender shall, without in its sole discretion, reasonably exercised, consider the Obligations insecure or any obligation part of the Receivables unsafe, insecure or insufficient and Borrower shall not within five (5) days furnish other collateral or make payment on account, satisfactory to pay rent to Lender; (6) if (x) Borrower shall default under or breach the terms of any Borrowerpresent or future lease (each a "Lease") of any premises now or hereafter leased by Borrower ("Leased Premises") and such default or breach continues for a period of ten (10) days after notice from landlord/lessor or (y) Lender shall receive notice from any lessor of any Leased Premises that a default has occurred under any Lease, or that any Lease has been terminated; (7) any employee benefit plan of Borrower subject to enter any other place ERISA is completely or places where partially terminated or the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises Pension Benefit Guaranty Corporation commences proceedings for the purpose of collecting effecting any such termination or disposing an event or circumstance occurs which could result in any such termination; or (8) if a claim is made or threatened, or a proceeding is commenced, by any governmental agency or authority against Borrower or any Affiliate of Borrower under any environmental protection laws. Upon the occurrence of any Default, (i) Borrower shall pay to Lender, as liquidated damages and as part of the CollateralObligations, in addition to amounts payable under Section 9.1 hereof, a charge at the rate of two percent per month upon the outstanding balance of the Obligations from the date of Default until the date of full payment of the Obligations, which charge shall be in lieu of compensation payable under Section 3.1 from such date; provided, that in no event shall such rate exceed the Maximum Rate and (Bii) require Lender shall have the right (in addition to any Borrower other rights Lender may have under this Agreement or otherwise) without further notice to assemble Borrower, to enforce payment of any Receivables, to settle, compromise, or release in whole or in part, any amounts owing on Receivables, to prosecute any action, suit or proceeding with respect to Receivables, to extend the Collateral time of payment of any and all Receivables, to make it available allowances and adjustments with respect thereto, to issue credits in Lender's name or Borrower's, to sell, assign and deliver the Lenders at a place to be designated by the Lenders. Receivables (iv) The right to sell or otherwise dispose of all or any of the Collateral part thereof) and any property held by Lender or by Borrower for Lender's account, at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereofat broker's board, for cash, upon credit or any combination thereofotherwise, at Lender's sole option and discretion, and Lender may bid or become purchaser at any such sale if public, free from any right of redemption which is hereby expressly waived. Borrower agrees that the Lenders may purchase all giving of ten days notice by Lender, sent by overnight courier, to the mailing address of Borrower set forth in this Agreement, designating the place and time of any public sale or the time after which any private sale or other intended disposition of the Receivables or any part other security held by Lender is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto. The net cash proceeds resulting from the exercise of any of the Collateral at public or, if permitted foregoing rights or remedies shall be applied by law, private sale and, in lieu of actual Lender to the payment of the Obligations in such purchase priceorder as Lender may elect, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers and Borrower shall remain liable to Lender for any deficiency. Notwithstanding anything to the Lenders therefore. Each contrary contained in this section, (i) to the extent that an event or occurrence described in this section consists of Borrower’s failure to take, do or perform an act or action, then such failure shall not constitute a Default if no other Default has occurred and if such act or action is taken, done or performed by Borrower agrees within 5 Business Days after Borrower’s receipt of written notice from Lender that the Inventory act or action is required to be taken, done or performed by Borrower and has not been taken, done or performed; and (ii) to the extent that an event or occurrence described in this section consists of the commencement of a proceeding against Borrower under Federal or state law or the appointment of a receiver or custodian under Federal or state law, then the commencement of such proceeding or the appointment of such receiver or custodian shall not constitute a Default if no other Default has occurred and if such proceeding or appointment is contested by Borrower within the time period and in the manner required by law and is dismissed, terminated or vacated within ten (10) Business Days after such commencement or appointment. 8.2. The enumeration of the foregoing rights and remedies is not intended to be exhaustive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies Lender may have under the UCC or other applicable law. Lender shall have the right, in its sole discretion, to determine which rights and remedies, and in which order any of the same, are to be exercised, and to determine which Receivables are to be proceeded against and in which order, and the Motor Vehicles are exercise of any right or remedy shall not preclude the exercise of any others, all of which shall be cumulative. No act, failure or delay by Lender shall constitute a type waiver of collateral customarily sold any of its rights and remedies. No single or partial waiver by Lender of any provision of this Agreement, or breach or default thereunder, or of any right or remedy which Lender may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a recognized market. future occasion. Borrower waives presentment, notice of dishonor, protest and notice of protest of all instruments included in or evidencing any of the Obligations or the Receivables and any and all notices or demands whatsoever (v) The right at any time and from time to time thereafterexcept as expressly provided herein). Lender may, at all times, proceed directly against Borrower to enforce payment of the Lenders’ sole discretion Obligations and without notice shall not be required to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral first enforce its rights in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral Receivables or any other Person security granted to it. Lender shall not be required to take any action of any kind to preserve, collect or protect its or Borrower's rights in order the Receivables or any other security granted to enforce the Borrowers’ obligations to Lendersit. 8.3. BORROWER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN THE EVENT OF ANY LITIGATION WITH RESPECT TO ANY MATTER CONNECTED WITH THIS AGREEMENT, THE OBLIGATIONS, THE RECEIVABLES, OR ANY OTHER TRANSACTION BETWEEN THE PARTIES AND BORROWER HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF ANY FEDERAL COURT LOCATED IN SUCH STATE IN CONNECTION WITH ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE OBLIGATIONS. IN ANY SUCH LITIGATION BORROWER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE THEREOF MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO BORROWER AT ITS PLACE OF BUSINESS SET FORTH ABOVE. WITHIN 30 DAYS AFTER SUCH MAILING, BORROWER SHALL APPEAR IN ANSWER TO SUCH SUMMONS, COMPLAINT OR OTHER PROCESS, FAILING WHICH BORROWER SHALL BE DEEMED IN DEFAULT AND JUDGMENT MAY BE ENTERED BY LENDER AGAINST BORROWER FOR THE AMOUNT OF THE CLAIM AND OTHER RELIEF REQUESTED THEREIN. 8.4. Borrower hereby agrees to indemnify Lender and hold Lender harmless from and against any liability, loss, damage, suit or proceeding ever suffered or incurred by Lender (viincluding attorneys’ fee) The right to carry out the actions within the scope as a result of each Borrower’s appointment failure to observe, perform or discharge Borrower’s duties hereunder or as a result of Borrower’s breach of any of the Lenders as attorney-in-factrepresentations, warranties and covenants of this Agreement. This indemnity shall survive termination of this Agreement for any reason.

Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event of Default has occurredexists and whenever Lender is entitled to take over Contract administration, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and not none exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ Lender's exercise of any right, remedy remedy, or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their its obligations to the LendersLender. (iA) The right, at the Lenders’ Lender's discretion and without noticenotice to Borrower, (Ai) to immediately cease further Advances and/or terminate this Agreement, and (Bii) to declare the Borrowers’ Borrower's obligations to the Lenders Lender immediately due and payable, whereupon the Borrowers’ Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the BorrowersBorrower. The Borrowers’ Borrower's obligations to the Lenders Lender shall be immediately due and payable without declaration by the Lenders Lender if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), a petition filed under the Bankruptcy Code or (h)any similar federal or state law. (iiB) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iiiC) The right at any time to (Ai) enter through self-help and without judicial process, upon the premises of any Borrower, Borrower without any obligation to pay rent to any Borrower, Borrower or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (Bii) require any Borrower to assemble the Collateral and make it available to the Lenders Lender at a place to be designated by the LendersLender. (ivD) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders Lender in their its sole discretion may deem advisable, with such notice as may be required by law; and such sales may be adjourned from time to time with or without notice. The Lenders Lender shall have the right to conduct such sales on any Borrower’s the premises of Borrower without charge for such time and Collateral as the Lenders Lender may see fit. The Lenders are Lender is hereby granted a license or other applicable right to use, without charge, any Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s 's rights under all licenses and all franchise agreements shall inure to the Lenders’ Lender's benefit for this purpose. The Lenders Lender shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders Lender may purchase all or any part of the Collateral collateral at public public, or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ Borrower's obligations to Lender. Without excluding other methods of disposition which may be commercially reasonable, it shall be a commercially reasonable disposition of the LendersPledged Contracts and Contract Rights for Lender to collect and enforce the Contracts and Contract Rights in a manner similar to its collection and enforcement of contracts and Contract Rights for its own account or for the account of other Persons. If any deficiency shall arise from the disposition of Collateral, the Borrowers Borrower shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLender therefor. (vE) The right at any time and from time to time thereafter, at the Lenders’ Lender's sole discretion and without notice to the BorrowersBorrower, (Ai) to enforce payment of the Contract Debtor's and Contract Rights Payor's obligations, and to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders Lender or Borrowers Borrower and (Bii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are Lender is not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ Borrower's obligations to LendersLender. (viF) The right to take over in Lender's or Borrower's name all or part of the administration of the Contracts. (G) The right to carry out the actions within the scope of each Borrower’s 's appointment of the Lenders Lender as attorney-in-fact. (H) The right to offset or apply the funds in the Collection Account.

Lender’s Remedies. (a) Whenever a Pre-Default Subject to Section 8.6, upon the occurrence of any Event or an of Default, Lender shall have the right, if such Event of Default has occurredshall then be continuing, in addition to all the remedies conferred upon Lender by law or equity or the terms of any Lender may Loan Document, to do any or all of the following, concurrently or successively, without prior notice immediately suspend making Advances. In to Borrower: 8.1.2.1 Declare the event that any Lender decides Senior Notes to suspend making Advances and any other Lender has paid to the Agent funds for Advancesbe, and such Advances have not been sent to the Borrowersit shall thereupon become, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders immediately due and payable, whereupon the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are hereby expressly waived by waived, anything contained herein or in the Borrowers. The Borrowers’ obligations Term Note or the Revolving Note to the Lenders contrary notwithstanding; or 8.1.2.2 Terminate Lender’s obligations under this Agreement to extend credit of any kind or to make any disbursement, whereupon the commitment and obligation of Lender to extend credit or to make disbursements hereunder shall be immediately due and payable without declaration by the Lenders if the Event terminate; or 8.1.2.3 Exercise all of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h). (ii) All of the its rights and remedies of a secured party under the UCC and other applicable lawsat law, in equity and/or pursuant to any or all Collateral Documents, including foreclosing on the right Collateral. Borrower shall pay to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial processLender, upon the premises of any Borrowerdemand, all expenses (including, without any obligation limitation, attorneys’ fees and expenses) of obtaining such judgment or decree or of otherwise seeking to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (B) require any Borrower to assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders. (iv) The right to sell or otherwise dispose of all enforce its rights under this Agreement or any of the Collateral at public other Loan Documents or private saleother related documents; and all such expenses, as determined by Lender in its sole and absolute discretion, shall, until paid, be secured by the Lenders in their sole discretion may deem advisable; Loan Documents and such sales may be adjourned from time to time with or without noticeshall bear interest at the Default Rate. The Lenders shall have Upon the right to conduct such sales on any Borrower’s premises without charge for such time occurrence of an Event of Default, it is specifically understood and Collateral as agreed that, notwithstanding the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment curing of such purchase priceEvent of Default, may set off Borrower shall not be released from any of its covenants hereunder unless and until the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles Senior Notes are a type of collateral customarily sold on a recognized marketpaid in full. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event of Default has occurredoccurred and whenever Lender is entitled to take over Contract administration, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and not none exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ Lender's exercise of any right, remedy remedy, or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their its obligations to the LendersLender. (iA) The right, at the Lenders’ Lender's discretion and without notice, (Ai) to immediately cease further Advances and/or terminate this Agreement, and (Bii) to declare the Borrowers’ Borrower's obligations to the Lenders Lender immediately due and payable, whereupon the Borrowers’ Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the BorrowersBorrower. The Borrowers’ Borrower's obligations to the Lenders Lender shall be immediately due and payable without declaration by the Lenders Lender if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), a petition filed under the Bankruptcy Code or (h)any similar federal or state law. (iiB) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iiiC) The right at any time to (Ai) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (Bii) require any Borrower to assemble the Collateral and make it available to the Lenders Lender at a place to be designated by the LendersLender. (ivD) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders Lender in their its sole discretion may deem advisable, with such notice as may be required by law; and such sales may be adjourned from time to time with or without notice. The Lenders Lender shall have the right to conduct such sales on any Borrower’s 's premises without charge for such time and Collateral as the Lenders Lender may see fit. The Lenders are Lender is hereby granted a license or other applicable right to use, without charge, any Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s 's rights under all licenses and all franchise agreements shall inure to the Lenders’ Lender's benefit for this purpose. The Lenders Lender shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ Borrower's obligations to Lender. Without excluding other methods of disposition which may be commercially reasonable, it shall be a commercially reasonable disposition of the LendersPledged Contracts and Contract Rights for Lender to collect and enforce the Contracts and Contract Rights in the same manner that it collects and enforces similar Contracts and Contract Rights for its own account or for the account of other Persons. If any deficiency shall arise from the disposition of Collateral, the Borrowers Borrower shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLender therefor. (vE) The right at any time and from time to time thereafter, at the Lenders’ Lender's sole discretion and without notice to the BorrowersBorrower, (Ai) to enforce payment of the Contract Debtor's and Contract Rights Payor's obligations, and to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders Lender or Borrowers Borrower and (Bii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are Lender is not obligated to pursue the Collateral or the Guarantors or any other Person in order to enforce the Borrowers’ Borrower's obligations to LendersLender. (viF) The right to take over in Lender's or Borrower's name all or part of the administration of the Contracts. (G) The right to carry out the actions within the scope of each Borrower’s 's appointment of the Lenders Lender as attorney-in-fact. (H) The right to offset or apply the funds in the Depository Account.

Lender’s Remedies. (a) Whenever a Pre-Default Event or an Event of Default has occurred, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and not none exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ Lender's exercise of any right, remedy remedy, or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their its obligations to the LendersLender. (iA) The right, at the Lenders’ Lender's discretion and without notice, (Ai) to immediately cease further Advances and/or terminate this Agreement, and (Bii) to declare the Borrowers’ Borrower's obligations to the Lenders Lender immediately due and payable, whereupon the Borrowers’ Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the BorrowersBorrower. The Borrowers’ Borrower's obligations to the Lenders Lender shall be immediately due and payable without declaration by the Lenders Lender if the Event of Default consists of an event set forth in Section 12.1(e13.0(E), (f), (gF), or (hH). (iiB) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iiiC) The right at any time to (Ai) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (Bii) require any Borrower to assemble the Collateral and make it available to the Lenders Lender at a place to be designated by the LendersLender. (ivD) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders Lender in their its sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders Lender shall have the right to conduct such sales on any Borrower’s 's premises without charge for such time and Collateral as the Lenders Lender may see fit. The Lenders are Lender is hereby granted a license or other applicable right to use, without charge, any Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s 's rights under all licenses and all franchise agreements shall inure to the Lenders’ Lender's benefit for this purpose. The Lenders Lender shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ Borrower's obligations to the LendersLender. If any deficiency shall arise from the disposition of Collateral, the Borrowers Borrower shall remain liable to the Lenders Lender therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (vE) The right at any time and from time to time thereafter, at the Lenders’ Lender's sole discretion and without notice to the BorrowersBorrower, (Ai) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders Lender or Borrowers Borrower and (Bii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are Lender is not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ Borrower's obligations to LendersLender. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever an Event of Default or a Pre-Default Event exists or an Event of Default has occurredwhenever Lender is entitled to take over Contract administration, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and not non exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ Lender's exercise of any right, remedy remedy, or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their its obligations to the LendersLender. (iA) The right, at the Lenders’ Lender's discretion and without notice, (Ai) to immediately cease further Advances and/or terminate this Agreement, and (Bii) to declare the Borrowers’ Borrower's obligations to the Lenders Lender immediately due and payable, whereupon the Borrowers’ Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the BorrowersBorrower. The Borrowers’ Borrower's obligations to the Lenders Lender shall be immediately due and payable without declaration by the Lenders Lender if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), a petition filed under the Bankruptcy Code or (h)any similar federal or state law. (iiB) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iiiC) The right at any time to (Ai) enter through self-help and without judicial process, process upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (Bii) require any Borrower to assemble the Collateral and make it available to the Lenders Lender at a place to be designated by the LendersLender. (ivD) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders Lender in their its sole discretion may deem advisable, with such notice as may be required by law; and such sales may be adjourned from time to time with or without notice. The Lenders Lender shall have the right to conduct such sales on any Borrower’s 's premises without charge for such time and Collateral as the Lenders Lender may see fit. The Lenders are Lender is hereby granted a license or other applicable right to use, without charge, any Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s 's rights under all licenses and all franchise agreements shall inure to the Lenders’ Lender's benefit for this purpose. The Lenders Lender shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ Borrower's obligations to Lender. Without excluding other methods of disposition which may be commercially reasonable, it shall be a commercially reasonable disposition of the LendersPledged Contracts and Contract Rights for Lender to collect and enforce the Contracts and Contract Rights in the same manner that it collects and enforces similar Contracts and Contract Rights for its own account or for the account of other Persons. If any deficiency shall arise from the disposition of Collateral, the Borrowers Borrower shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLender therefor. (vE) The right at any time and from time to time thereafter, at the Lenders’ Lender's sole discretion and without notice to the BorrowersBorrower, (Ai) to enforce payment of the Contract Debtor's and Contract Rights Payor's obligations, and to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders Lender or Borrowers Borrower and (Bii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are Lender is not obligated to pursue the Collateral or the Guarantors or any other Person in order to enforce the Borrowers’ Borrower's obligations to LendersLender. (viF) The right to take over and act in a commercially reasonable manner in Lender's or Borrower's name all or part of the administration of the Contracts. (G) The right to carry out the actions within the scope of each Borrower’s 's appointment of the Lenders Lender as attorney-in-fact. (H) The right to offset or apply the funds in the Depository Account.

Lender’s Remedies. (ai) Whenever a Pre-Default Event or Upon the occurrence of an Event of Default has occurred, under any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any described in Section 601(a) (other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If than an Event of Default consists of an event set forth described in Section 12.1(eSections 601(a)(4) and 601(a)(5) hereof), (f), (g), or (h), (x) then in every such case Lenders may declare the rights principal amounts of the Borrowers Notes to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration immediately, by the Lenders. (c) Upon and after an Event of Default, the Lenders shall have the following rights and remedies. The rights and remedies shall be cumulative, and not exclusive, except a notice in writing to the extent required by law. Except as provided in Section 12.3(a) Company and 12.3(b) herein, in an Event of Default, the Lenders upon any such declaration such principal amounts shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ exercise of any right, remedy or attorney-in-fact appointment shall not relieve the Borrowers of any of their obligations to the Lenders. (i) The right, at the Lenders’ discretion and without notice, (A) to immediately cease further Advances and/or terminate this Agreement, and (B) to declare the Borrowers’ obligations to the Lenders become immediately due and payable, whereupon . The Company specifically acknowledges and agrees that the Borrowers’ obligations shall become and be due and payable, without presentment, demand, protest or further notice or process occurrence of any kind, all of which are expressly waived by the Borrowers. The Borrowers’ obligations to the Lenders shall be immediately due and payable without declaration by the Lenders if the Event of Default consists of an under any event set forth described in Section 12.1(e)601(a) hereof will automatically cause all existing Notes to be in default, (f), (g), or (h)and all Events of Default under all Notes must be cured before any one Event of Default shall be deemed cured. (ii) All At any time after a declaration of acceleration with respect to the Notes has been made and before a judgment or decree for payment of the rights money due has been obtained by Lenders as hereinafter in this Article provided, Lenders may, by written notice to the Company, rescind and remedies of annul such declaration and its consequences if (1) the Company has paid to Lenders a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iii) The right at any time to (A) enter through self-help and without judicial process, upon the premises of any Borrower, without any obligation sum sufficient to pay rent (a) all overdue interest on the Notes, (b) the principal on the Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the Note Rate, (c) to any Borrowerthe extent that payment of such interest is lawful, or to enter any other place or places where interest upon overdue interest the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the CollateralNote Rate, and (Bd) require any Borrower to assemble all sums paid or advanced by Lenders hereunder and the Collateral actual compensation, expenses, disbursements and make it available advances of Lenders, their agents and counsel; and (1) all Events of Default with respect to the Lenders at a place to Notes, other than the nonpayment of the principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived by Lenders. No such rescission shall affect any subsequent default or impair any right consequent thereon. In the case of any Event of Default described in Section 601(a)(4) or 601(a)(4), all unpaid principal of and accrued interest on the Notes shall be designated by due and payable immediately without any declaration or other act on the part of Lenders. (iv) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders in their sole discretion may deem advisable; and such sales may be adjourned from time to time with or without notice. The Lenders shall have the right to conduct such sales on any Borrower’s premises without charge for such time and Collateral as the Lenders may see fit. The Lenders are hereby granted a license or other applicable right to use, without charge, any Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s rights under all licenses and all franchise agreements shall inure to the Lenders’ benefit for this purpose. The Lenders shall have the right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ obligations to the Lenders. If any deficiency shall arise from the disposition of Collateral, the Borrowers shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized market. (v) The right at any time and from time to time thereafter, at the Lenders’ sole discretion and without notice to the Borrowers, (A) to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders or Borrowers and (B) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are not obligated to pursue the Collateral or any other Person in order to enforce the Borrowers’ obligations to Lenders. (vi) The right to carry out the actions within the scope of each Borrower’s appointment of the Lenders as attorney-in-fact.

Lender’s Remedies. (a) Whenever an Event of Default or a Pre-Default Event exists or an Event of Default has occurredwhenever Lender is entitled to take over Contract administration, any Lender may without prior notice immediately suspend making Advances. In the event that any Lender decides to suspend making Advances and any other Lender has paid to the Agent funds for Advances, and such Advances have not been sent to the Borrowers, the Agent shall promptly return such funds to such other Lenders. (b) If an Event of Default consists of an event set forth in Section 12.1(e), (f), (g), or (h), (x) the rights of the Borrowers to request Advances shall be automatically and immediately terminated, and (y) the obligation of the Lenders to make Advances shall automatically and immediately terminate and the Advances and all other amounts owing under this Agreement shall be immediately due and payable without declaration by the Lenders. (c) Upon and after an Event of Default, the Lenders Lender shall have the following rights and remedies. The rights and remedies shall be cumulative, and not non exclusive, except to the extent required by law. Except as provided in Section 12.3(a) and 12.3(b) herein, in an Event of Default, the Lenders shall act together and shall be in agreement as to any and all acts taken, including but not limited to waivers, foreclosure, repossession, liquidation and/or the taking of any other action with respect to the Collateral or the Guaranty. The Lenders’ Lender's exercise of any right, remedy remedy, or attorney-in-fact appointment shall not relieve the Borrowers Borrower of any of their its obligations to the LendersLender. (iA) The right, at the Lenders’ Lender's discretion and without notice, (Ai) to immediately cease further Advances and/or terminate this Agreement, and (Bii) to declare the Borrowers’ Borrower's obligations to the Lenders Lender immediately due and payable, whereupon the Borrowers’ Borrower's obligations shall become and be due and payable, without presentment, demand, protest or further notice or process of any kind, all of which are expressly waived by the BorrowersBorrower. The Borrowers’ Borrower's obligations to the Lenders Lender shall be immediately due and payable without declaration by the Lenders Lender if the Event of Default consists of an event set forth in Section 12.1(e), (f), (g), a petition filed under the Bankruptcy Code or (h)any similar federal or state law. (iiB) All of the rights and remedies of a secured party under the UCC and other applicable laws, including the right to appoint a receiver. (iiiC) The right at any time to (Ai) enter through self-help and without judicial process, process upon the premises of any Borrower, without any obligation to pay rent to any Borrower, or to enter any other place or places where the Collateral (including Certificates of Title) is located and kept, and remove the Collateral or remain on and use the premises for the purpose of collecting or disposing of the Collateral, and (Bii) require any Borrower to assemble the Collateral and make it available to the Lenders Lender at a place to be designated by the LendersLender. (ivD) The right to sell or otherwise dispose of all or any of the Collateral at public or private sale, as the Lenders Lender in their its sole discretion may deem advisable, with such notice as may be required by law; and such sales may be adjourned from time to time with or without notice. The Lenders Lender shall have the right to conduct such sales on any Borrower’s 's premises without charge for such time and Collateral as the Lenders Lender may see fit. The Lenders are Lender is hereby granted a license or other applicable right to use, without charge, any Borrower’s 's labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks and advertising matter, or any Property property of a similar nature, as it pertains to the Collateral, in advertising for sale and selling any Collateral and any Borrower’s 's rights under all licenses and all franchise agreements shall inure to the Lenders’ Lender's benefit for this purpose. The Lenders Lender shall have the to right to sell, lease or otherwise dispose of the Collateral, or any part thereof, for cash, credit or any combination thereof, and the Lenders Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of such purchase price, may set off the amount of such price against the Borrowers’ Borrower's obligations to Lender. Without excluding other methods of disposition which may be commercially reasonable, it shall be a commercially reasonable disposition of the LendersPledged Contracts and Contract Rights for Lender to collect and enforce the Contracts and Contract Rights in the same manner that it collects and enforces similar Contracts and Contract Rights for its own account or for the account of other Persons. If any deficiency shall arise from the disposition of Collateral, the Borrowers Borrower shall remain liable to the Lenders therefore. Each Borrower agrees that the Inventory and the Motor Vehicles are a type of collateral customarily sold on a recognized marketLender therefor. (vE) The right at any time and from time to time thereafter, at the Lenders’ Lender's sole discretion and without notice to the BorrowersBorrower, (Ai) to enforce payment of the Contract Debtor's and Contract Rights Payor's obligations, and to collect and foreclose, by legal proceedings or otherwise, the Collateral in the name of the Lenders Lender or Borrowers Borrower and (Bii) to take control, in any manner, of any item of payment for or proceeds of the Collateral. The Lenders are Lender is not obligated to pursue the Collateral or the Guarantors or any other Person in order to enforce the Borrowers’ Borrower's obligations to LendersLender. (viF) The right to take over and act in a commercially reasonable manner in Lender's or Borrower's name all or part of the administration of the Contracts. (G) The right to carry out the actions within the scope of each Borrower’s 's appointment of the Lenders Lender as attorney-in-fact. (H) The right to offset or apply the funds in the Depository Account.