Events of Default; Remedies. If # any of the following events shall have occurred and be continuing for any reason whatsoever (whether voluntary or involuntary, arising or effected by operation of law or otherwise) and # except for such event specified in clause (f) below, the Lender declares such event as an Event of Default (each, an “Event of Default”):

Remedies on Events of Default. Upon any Event of Default enumerated in Section 7, above: # Merchant agrees that Purchaser shall be entitled to all Future Receivables generated by Merchant, until Purchaser receives the Amount Sold; # Purchaser may exercise any and all remedies available to secured creditors under the Uniform Commercial Code; # Purchaser may elect to rescind this Agreement in its entirety; # the prevailing party in any action will be entitled to any and all costs, including reasonable attorneys’ fees, in connection with the defense, protection or enforcement of rights under this Agreement; and # Purchaser will otherwise be entitled to all remedies available to it under applicable law.

. Any of the following shall constitute an Event of Default:

1.01Events of Default. Any of the following shall constitute an Event of Default:

Default Remedies. Upon the occurrence of an Event of Default, without any presentment, demand, protest, notice of protest and nonpayment, or other notice of any kind, all of which are hereby expressly waived by [[Organization B:Organization]], [[Organization C:Organization]] may, in its sole and absolute discretion, immediately: # terminate or suspend [[Organization B:Organization]]’s right hereunder to submit any Request to [[Organization C:Organization]] for [[Organization C:Organization]] to purchase Participation Interests; # pursuant to the power of attorney conferred to [[Organization C:Organization]] by [[Organization B:Organization]] in connection with this Agreement (and in reliance of Section 10.18 in the event that [[Organization C:Organization]] exercises the following remedy after the occurrence of an Event of Default specified in Sections 9.1(e) or (f)), sell in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as [[Organization C:Organization]] shall reasonably deem satisfactory, any or all rights, titles and interest of [[Organization C:Organization]] and [[Organization B:Organization]] in and to any or all Participated Mortgage Loans and apply the proceeds thereof to the aggregate outstanding Advances made by [[Organization C:Organization]] in connection with such Participated Mortgage Loans and to any other amounts payable to [[Organization C:Organization]] in connection with this Agreement or any other Warehouse Document, in such order and amounts determined by [[Organization C:Organization]]; # exercise its rights and remedies under any Pledge Agreement, Guaranty Agreement or other Warehouse Document; and/or # exercise any other right or remedy otherwise available to [[Organization C:Organization]] under this Agreement or any other Warehouse Document or at law or in equity. Notwithstanding the foregoing, if an Event of Default specified in Sections 9.1(e) or (f) occurs, fees and other sums due hereunder shall become automatically and immediately due and payable, both without any action by [[Organization C:Organization]] and without presentment, demand, protest, notice of protest and nonpayment, notice of acceleration or of intent to accelerate, or any other notice of any kind, all of which are hereby expressly waived, notwithstanding anything contained herein to the contrary.

It shall be a default under this Agreement (a "Default") if:

SECTION11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

Events of Default. The occurrence or existence of any one or more of the following events are referred to herein individually as an “Event of Default”, and collectively as “Events of Default”:

Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of a Default or an Event of Default or other failure of a condition precedent to the Loans and Letter of Credit Accommodations hereunder, unless and until Administrative Agent has received written notice from a Lender, or a Borrower specifying such Event of Default or any unfulfilled condition precedent, and stating that such notice is a “Notice of Default or Failure of Condition”. In the event that Administrative Agent receives such a Notice of Default or Failure of Condition, Administrative Agent shall give prompt notice thereof to the Lenders.

EVENTS OF DEFAULT. The occurrence of the Company’s failure to pay # when due any principal payment on the due date hereunder or # any interest payment or other payment required under the terms of this Note on the date due and such payment shall not have been made within five (5) business days of the Company’s receipt of written notice to the Company of such failure to pay, in either case, shall constitute an “Event of Default.” Upon the occurrence and during the continuance of any Event of Default, the principal amount of the Note outstanding and, to the extent permitted by applicable law, any interest payments on the Notes owed hereunder that, in either case, are then due and owing, shall thereafter bear interest payable on demand at a rate that is 10.0% per annum in excess of the interest rate otherwise payable hereunder with respect to the Note.