Common use of Protections Against Default Clause in Contracts

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXX, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXX; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXX; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, FUNDER immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the FUNDER electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse or unacceptable to XXXX; FUNDER; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts or ceases the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX FUNDER, and (ii) the written agreement of any purchaser FUNDER or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXFUNDER; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor; (f) Merchant fails to provide FUNDER with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from FUNDER, or (g) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to XXXX FUNDER at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Amount plus all fees (including attorney’s fees and costs of collection in the amount of 30% of the Purchased Amount then outstanding due under this Agreement may and the attached Security Agreement become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXCF, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s ’ s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXCF; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX CF and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXCF; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX CF at lawlaw , in equity, or otherwise available pursuant to this Agreement. (f) XXXX CF considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX CF may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX CF may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX CF may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, Purchaser immediately and without notice to any Merchant in the event: : (a) Any Merchant ceases the use of electronic check processing that is settled through Processor, or takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an has a material adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the Purchaser electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is materially adverse to XXXX; Purchaser’s ability to debit on each business day the Remittance from the Account; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX Purchaser, and (ii) the written agreement of any purchaser Purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXPurchaser; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of action which will be to induce induces any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor; or (f) Merchant commits or suffers any Event of Default (defined below in Section 3.1). These protections are in addition to any other remedies available to XXXX Purchaser at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement may and the attached Security Agreement become due and payable in full immediately. . Protection 2. XXXX Purchaser may enforce the provisions of the Guarantee Limited Personal Guaranty of Performance against Guarantorthe Guarantor(s). Protection 3. XXXX Merchant hereby authorizes Purchaser to execute in the name of the Merchant a Confession of Judgment in favor of Purchaser in the amount of Purchased Amount stated in the Agreement. Upon an Event of Default, Purchaser may enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon. Protection 4. Purchaser may enforce its security interest in the Collateral identified in Section 33Collateral. Protection 45. XXXX The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to Purchaser from Merchant. Initials: __________ Protection 6. Purchaser may proceed to protect and enforce its rights right and remedies by litigation or arbitrationlawsuit. In any such lawsuit, if Purchaser recovers a Judgment against Merchant, Merchant shall be liable for all of Purchaser’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs. Protection 57. If requested by XXXX, Xxxxxxxx This Agreement shall deliver be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXXPurchaser. Upon breach of any provision in this Section 17Agreement, XXXX Purchaser may exercise its rights under such assignment this Assignment of leaseLease without prior Notice to Merchant. Protection 68. XXXX Purchaser may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice otherwise for all sums due to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionPurchaser.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXX, immediately __________________ and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXX; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXX; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXUFS, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXUFS; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX UFS and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXUFS; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX UFS at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX UFS considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXX, immediately ____ and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXX; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXX; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXCEDAR, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXCEDAR; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX CEDAR and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXCEDAR; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX CEDAR at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX CEDAR considers any Event of Default listed in Section 34 to have taken place. . Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, RCNY immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the RCNY electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse or unacceptable to XXXX; RCNY; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX RCNY, and (ii) the written agreement of any purchaser RCNY or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXRCNY; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor; (f) Merchant fails to provide RCNY with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from RCNY, or (g) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to XXXX RCNY at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement may and the attached Security Agreement become due and payable in full immediately. . Protection 2. XXXX RCNY may enforce the provisions of the Guarantee Limited Personal Guaranty of Performance against Guarantor. the Guarantor(s). Protection 3. XXXX RCNY may enforce its security interest in the Collateral identified in Section 33. Collateral. Protection 4. XXXX The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to RCNY from Merchant. Protection 5. RCNY may proceed to protect and enforce its rights right and remedies by litigation or arbitrationlawsuit. In any such lawsuit, if RCNY recovers a Judgment against Merchant, Merchant shall be liable for all of RCNY’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs. Protection 56. If requested by XXXX, Xxxxxxxx This Agreement shall deliver be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXXRCNY. Upon breach of any provision in this Section 17Agreement, XXXX RCNY may exercise its rights under such assignment this Assignment of leaseLease without prior Notice to Merchant. Protection 67. XXXX RCNY may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice otherwise for all sums due to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionRCNY.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXCEDAR, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXCEDAR; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX CEDAR and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXCEDAR; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX CEDAR at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX CEDAR considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXX, GCF immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s 's services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the GCF electronic check processor; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse or unacceptable to XXXX; GCF; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s 's check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant interrupts the operation of its this business (other than adverse weather, natural disasters, disasters or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX GCF, and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s 's obligations under this Agreement pursuant to documentation satisfactory to XXXXGCF; or or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—-economic or otherwise—-the result of which will be to induce any customer or customers to pay for any Merchant’s goods or 's services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor. These protections are in addition to any other remedies available to XXXX GCF at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased un collected Purchase Amount plus all fees (including legal fees) due under this Agreement may and the attached Security Agreement become due and payable in full immediately. Protection 2. XXXX GCF may enforce the provisions of the Guarantee Validity Guaranty of Performance against Guarantorthe Guarantor(s). Protection 3. XXXX Merchant hereby authorizes GCF to execute in the name of the Merchant a Confession of Judgment in favor of GCF in the amount of Purchase Amount stated in the Agreement. Upon breach of any provision in this paragraph 1.11, GCF may enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon. Protection 4. GCF may enforce its security interest in the Collateral identified in Section 33the attached Security Agreement and Guarantee. Protection 45. XXXX The entire Purchase Amount and all fees (including legal fees) shall become immediately refundable and payable to GCF from Merchant. Protection 6. GCF may proceed to protect and enforce its rights and remedies by litigation or arbitrationlawsuit. In any such lawsuit, under which GCF shall recover Judgment against Merchant, Merchant shall be liable for all of GCF costs of the lawsuit, including but not limited to all reasonable attorneys 'fees and court costs. Protection 57. If requested by XXXX, Xxxxxxxx This Agreement shall deliver be deemed Merchants Assignment of Merchant's Lease of Merchant's business premises to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXXGCF. Upon breach of any provision in this Section 17Agreement, XXXX GCF may exercise its rights under such assignment this Assignment of leaseLease without prior Notice to Merchant. Protection 68. XXXX GCF may debit any Merchant’s 's depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-computer generated check drawn on any Merchant’s 's bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice otherwise for all sums due to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionGCF.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, RCNY immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the RCNY electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse or unacceptable to XXXX; RCNY; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX RCNY, and (ii) the written agreement of any purchaser RCNY or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXRCNY; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor; (f) Merchant fails to provide RCNY with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from RCNY, or (g) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to XXXX RCNY at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement may and the attached Security Agreement become due and payable in full immediately. . Protection 2. XXXX RCNY may enforce the provisions of the Guarantee Limited Personal Guaranty of Performance against Guarantor. the Guarantor(s). Protection 3. XXXX RCNY may enforce its security interest in the Collateral identified in Section 33. Collateral. Protection 4. XXXX The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to RCNY from Merchant. Protection 5. RCNY may proceed to protect and enforce its rights right and remedies by litigation or arbitrationlawsuit. In any such lawsuit, if RCNY recovers a Judgment against Merchant, Merchant shall be liable for all of RCNY’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs. Protection 56. If requested by XXXX, Xxxxxxxx This Agreement shall deliver be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXXRCNY. Upon breach of any provision in this Section 17Agreement, XXXX RCNY may exercise its rights under such assignment this Assignment of leaseLease without prior Notice to Merchant. Protection 67. XXXX RCNY may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice otherwise for all sums due to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionRCNY.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXXXX, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s 's services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXPAZ; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s 's check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX PAZ and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s 's obligations under this Agreement pursuant to documentation satisfactory to XXXXPAZ; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s 's goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX PAZ at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX XXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, FUNDER immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the FUNDER electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse or unacceptable to XXXX; FUNDER; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts or ceases the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX FUNDER, and (ii) the written agreement of any purchaser FUNDER or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXFUNDER; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor; (f) Merchant fails to provide FUNDER with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from FUNDER, or (g) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to XXXX FUNDER at law, in equity, equity or otherwise available pursuant to this Agreement.. Initial: _________ (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Amount plus all fees (including attorney’s fees and costs of collection in the amount of 30% of the Purchased Amount then outstanding due under this Agreement may and the attached Security Agreement become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The Merchant represents and warrants that it will not violate Conditions (a) through (e) below and in the event of default thereunder the following Protections 1 through 7 8 may be invoked by XXXXPURCHASER, immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s 's services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the PURCHASER electronic check processor; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXX; PURCHASER; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s 's check and/or credit card transactions to another such processor; ; (d) Any Merchant interrupts the operation of its this business (other than adverse weather, natural disasters, disasters or acts of God) or transfers, moves, sells, disposes, transfers or otherwise conveys its business or assets without (i) the express prior written consent of XXXX PURCHASER, and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s 's obligations under this Agreement pursuant to documentation satisfactory to XXXXPURCHASER; or or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or 's services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX PURCHASER at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Purchase Amount plus all fees due under this Agreement may and the attached Security Agreement become due and payable in full immediately. Protection 2. XXXX Upon breach of ANY MATERIAL PROVISION OR BREACH OF REPRESENT-ATIONS AND WARRANTIES in this Agreement, PURCHASER may enforce enter that confession of judgment (judgment) with the provisions Clerk of the Guarantee against GuarantorCourt and execute thereon. Protection 3. XXXX Purchaser may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionArticle III hereof.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, immediately and without notice to any Merchant and Guarantor in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have has an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into an unauthorized bank account (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse to XXXX; ; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant intentionally interrupts the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX , and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXX; or (d) Merchant takes any action, fails to take any action, or offers any incentive- economic or otherwise-the result of which will be to induce any customer or customers to pay for Merchant’s services with any means other than payments, checks or deposits that are settled through Processor or the approved bank account; (e) Any Merchant fails to provide with view only bank log in to verify receipts or bank statements or credit card processing statements within three days after a request from ; or (f) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to at law, in equity or otherwise pursuant to this Agreement. i) the express prior written consent of , and (ii) the written agreement of any or transferee to the assumption of all of Merchant’s obligations under this Agreement pursuant to documentation satisfactory to ; (e) Merchant takes any action, fails to take any action, or offers any incentive—-economic or otherwise—-the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor. ; or (f) Merchant fails to provide with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from These protections are in addition to any other remedies available to XXXX at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 8 may be invoked by XXXX, FUNDER immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the FUNDER electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse or unacceptable to XXXX; FUNDER; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts or ceases the operation of its this business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX FUNDER, and (ii) the written agreement of any purchaser FUNDER or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXFUNDER; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor; (f) Merchant fails to provide FUNDER with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from FUNDER, or (g) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to XXXX FUNDER at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXDC26, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXDC26; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX DC26 and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXDC26; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX DC26 at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX DC26 considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXDDF , immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (bproducts including but not limited to direct deposit of any checks into a bank account without scanning into the DDF electronic check processor;(b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXX; DDF ; (c) Any Merchant changes any Processor the electronic check processor or other payment processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor or other payment processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card transactions to another such processor; processor without the express prior written consent of DDF ; (d) Any Merchant interrupts the operation of its business (other than adverse weatherthis business, natural disasters, or acts of God) or transfers, moves, sells, disposes, transfers or otherwise conveys its business or assets without (i) the express prior written consent of XXXX DDF , and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXDDF ; or or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX DDF at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Purchase Amount plus all fees due under this Agreement may and the attached Security Agreement become due and payable in full immediately. . Protection 2. XXXX DDF may enforce the provisions of the Personal Guarantee of Performance against the Guarantor. . Protection 3. XXXX Merchant shall, upon execution of this Agreement, deliver to DDF an executed confession of judgment in favor of DDF Protection 4. DDF may enforce its security interest in the Collateral identified in Section 33the security agreement herein. Protection 5. The entire Purchase Amount shall become immediately refundable to DDF from Merchant. Protection 46. XXXX DDF may proceed to protect and enforce its rights and remedies by litigation or arbitrationlawsuit. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of In any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwiselawsuit, in an amount consistent with the terms which recover shall DDF judgment against Merchant, Merchant shall be liable for all of this Agreement. Protection 7. XXXX will have the rightDDF's costs of lawsuit, without waiving any of its rights including but not limited to all reasonable attorneys’ fees and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Sectioncourt costs.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXPEC, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXPEC; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX PEC and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXPEC; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX PEC at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX PEC considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 9 may be invoked by XXXX, BCP immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of c a s h , checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the BCP electronic check processor; (b) Any Merchant changes its arrangements with any Processor or the Bank in any way that is adverse or unacceptable to XXXX; BCP; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant intentionally interrupts the normal operation of its business (other than adverse weatherthis business, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX BCP, and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXBCP; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—— the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processorpayments, which lead directly to the Account to which BCP has unfettered and complete access until the full Purchase Price amount of the Receivables has been transferred; or (f) Merchant fails to provide BCP with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five (5) days after a request from BCP. These protections are in addition to any other remedies available to XXXX BCP at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. : Protection #1: The full uncollected Receivables Purchased Amount purchase amount plus all fees fees, including reasonable attorneys fees, returned transfer fees, returned ACH fees, late fees, and other fees, due under this agreement and the attached security Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX #4: BCP may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionCollateral.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXMFG, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used __________ by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXMFG; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX MFG and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXMFG; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX MFG at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX MFG considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXX, GCF immediately and without notice to any Merchant in the event: : (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards or other payments or deposits for the purchase of any Merchant’s services and products; products including but not limited to direct deposit of any checks into a bank account without scanning into the GCF electronic check processor; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse or unacceptable to XXXX; GCF; (c) Any Merchant changes any Processor the electronic check processor through which the Receivables Receipts are settled from Processor to another electronic check and/or credit card processor processor, or permits any event to occur that could cause diversion of any of Merchant’s check and/or credit card or deposit transactions to another such processor; ; (d) Any Merchant interrupts the operation of its this business (other than adverse weather, natural disasters, disasters or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or and/or assets without (i) the express prior written consent of XXXX GCF, and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s obligations under this Agreement pursuant to documentation satisfactory to XXXXGCF; or or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—incentive economic or otherwise—-the result of which will be to induce any customer or customers to pay for any Merchant’s goods or services with any means other than payments, checks and/or credit cards or deposits that are settled through Processor. These protections are in addition to any other remedies available to XXXX GCF at law, in equity, equity or otherwise available pursuant to this Agreement. (f) XXXX considers any Event of Default listed in Section 34 to have taken place. Protection 1: . The full uncollected Receivables Purchased Purchase Amount plus all fees (including legal fees) due under this Agreement may and the attached Security Agreement become due and payable in full immediately. Protection 22 . XXXX GCF may enforce the provisions of the Guarantee Personal Guaranty of Performance against Guarantorthe Guarantor(s). Protection 3. XXXX Merchant hereby authorizes GCF to execute in the name of the Merchant a Confession of Judgment in favor of GCF in the amount of Purchase Amount stated in the Agreement. Upon breach of any provision in this paragraph 1.11, GCF may enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon. Protection 4. GCF may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX may proceed to protect the attached Security Agreement and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this SectionGuarantee.

Protections Against Default. The following Protections 1 through 7 may be invoked by XXXXKK, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant’s 's services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to XXXXKK; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant’s 's check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of XXXX KK and (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant’s 's obligations under this Agreement pursuant to documentation satisfactory to XXXXKK; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for any Merchant’s 's goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to XXXX KK at law, in equity, or otherwise available pursuant to this Agreement. (f) XXXX KK considers any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. XXXX KK may enforce the provisions of the Guarantee against Guarantor. Protection 3. XXXX KK may enforce its security interest in the Collateral identified in Section 33. Protection 4. XXXX KK may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by XXXX, Xxxxxxxx shall deliver to XXXX an executed assignment of lease of each Xxxxxxxx’s premises in favor of XXXX. Upon breach of any provision in this Section 17, XXXX may exercise its rights under such assignment of lease. Protection 6. XXXX may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. XXXX will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to XXXX of all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to XXXX an irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints XXXX and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to XXXX as contemplated by this Section.