Common use of Affirmative Covenants of the Company Clause in Contracts

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and maintain its properties and assets in good repair, working order and condition; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice; (e) deliver to the Lenders the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and (f) provide the Lenders with at least 10 days' written notice of any meeting of the Board of Directors of the Company and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directors.

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and course, maintain its properties and assets in good repair, working order and condition, and conduct all transactions with third parties, including affiliates of the Company, on an arm’s length basis; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders Lender within 10 15 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, (i) unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice;; (ii) a statement of any litigation or legal action pending or threatened against the Company certified as true and correct by the Company’s Chief Executive Officer; and (iii) such other reports as the Lender may reasonably request. Lender acknowledges that said information will constitute material, nonpublic information and shall keep said information confidential until it has been publicly released by Company. (e) deliver to the Lenders Lender within five days after they are available (but in any event within ninety days after the end of each of its fiscal years) the Company's ’s audited annual financial statements and the Company's ’s annual budget, and allow the Lenders Lender reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and (f) provide the Lenders Lender with at least 10 days' written notice copies of all minutes of any meeting of the Board of Directors of the Company and permit promptly after they become available, but in no event more than 4 days after the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board date of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directors.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, from prior to the Closing Date until the Maturity Date (andEffective Time, unless otherwise expressly contemplated by this Agreement or consented to in any event, during such time as any portion of the Loan or any Interest thereon is outstanding)writing by Acquiror, the Company shall: , and shall cause each Company Subsidiary to: (a) operate its business only in the usual and ordinary course consistent with past practices; (b) use its commercially reasonable efforts to preserve substantially intact its business organization, maintain its rights and franchises, retain the services of its respective officers and employees and maintain its relationship with its respective customers, suppliers, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time; (c) use its commercially reasonable efforts to maintain and keep its properties and assets in as good repairrepair and condition as at present, working order ordinary wear and condition; tear excepted; (bd) cause use its commercially reasonable efforts to keep in full force and effect insurance comparable in amount and scope of coverage to that currently maintained; (e) prepare and file all Tax Returns required to be done filed in a timely manner, and in a manner consistent with past practices and applicable laws and regulations; (f) timely file with the SEC all things reasonably necessary reports required to maintainbe filed under the Exchange Act, preserve which reports (including the unaudited interim financial statements included in such reports) shall comply in all material respects with the Exchange Act, the rules and renew its corporate existence regulations promulgated thereunder and all material licenses, authorizations and permits necessary to applicable accounting requirements; (g) operate its business in accordance with the conduct terms of its businesses; (c) comply licenses and in all material respects with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; regulations; (dh) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in use reasonable detail, fairly presenting the financial position efforts consistent with prudent business practices and the results of operations past practices of the Company as to cause the cash reserves calculated pursuant to Section 8.2(f)(i) to exceed Fifty Six Million Five Hundred Thousand Dollars ($56,500,000) immediately following the Effective Time; (i) provide Acquiror with copies of the end of all filings and through correspondence with any Governmental Entities with respect to Company Intellectual Property with a reasonable period for Acquiror to review and comment on such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice; (e) deliver filings or correspondence prior to the Lenders filing or sending thereof; and (j) if requested by Acquiror, provide Acquiror with periodic reports regarding the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and (f) provide the Lenders with at least 10 days' written notice of any meeting of the Board of Directors status of the Company and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of DirectorsIntellectual Property.

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and course, maintain its properties and assets in good repair, working order and condition, and conduct all transactions with third parties, including affiliates of the Company, on an arm’s length basis; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders Lender within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, (i) unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice;; (ii) a statement of any litigation or legal action pending or threatened against the Company certified as true and correct by the Company’s Chief Executive Officer; and (iii) such other reports as the Lender may reasonably request. (e) deliver to the Lenders Lender within five days after they are available (but in any event within ninety days after the end of each of its fiscal years) the Company's ’s audited annual financial statements and the Company's ’s annual budget, and allow the Lenders Lender reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and (f) provide the Lenders Lender with at least 10 days' written notice copies of all minutes of any meeting of the Board of Directors of the Company and permit promptly after they become available, but in no event more than 4 days after the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board date of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directors.

Affirmative Covenants of the Company. The Company covenants and agrees that, from From the date hereof until the earlier of the Closing Date until or the Maturity Date (andtermination of this Agreement, in any eventunless the prior written consent of Parent shall have been obtained, during such time and except as any portion of the Loan or any Interest thereon is outstanding)otherwise expressly contemplated herein, the Company shalland the Owner shall to the extent any of the following relates to any Company Entity or in any way may affect the Merger: (a) operate its business only the Company Entities in the usual, regular, and ordinary course of business, consistent with past practices and maintain its properties use commercially reasonable efforts consistent with past practices to preserve intact their business organization, licenses, permits, Government Programs, Private Programs, relationships with medical directors, relationships with patients and assets in good repair, working order and conditionrelationships with suppliers; (b) cause use commercially reasonable efforts to be done all things reasonably necessary to maintainretain the services of their employees, preserve medical directors, independent contractors, agents and renew its corporate existence consultants on terms and all material licenses, authorizations and permits necessary conditions not less favorable than those existing prior to the conduct of its businessesdate hereof; (c) comply with all applicable lawskeep and maintain their assets in their present condition, rules repair and regulations of all governmental authoritiesworking order, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospectsexcept for normal depreciation and wear and tear; (d) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared pay their accounts payable in accordance with generally accepted accounting principles, consistently applied past practice and collect accounts receivable in the United States and consistent accordance with past practice, but not less than in accordance with prudent business practices; (e) deliver confer on a regular basis with one or more designated representatives of Parent to report material operational matters and to report the general status of ongoing operations; (f) make available to Parent true and correct copies of all internal management and control reports (including aging of accounts receivable, listings of accounts payable and inventory control reports) and available budgets or financial statements; (g) cause all Tax Returns that are due and have not been filed prior to the Lenders date hereof or which become due prior to the Company's audited annual financial statements Closing Date, to be prepared and filed on or before the Company's annual budget, and allow the Lenders reasonable access during normal business hours date such Tax Return is required to visit the Company and inspect the financial records be filed (taking into account any extensions of the Companyfiling deadlines granted) and all such Tax Returns shall be prepared on a basis consistent with the last previous Tax Returns filed in respect of the applicable Company Entity except to the extent that changes in the method of preparing such Tax Returns are required due to a change in the Code; (h) perform in all material respects all obligations under agreements relating to or affecting its assets or rights, except for the failure of performance that would not have a Company Material Adverse Effect; (i) keep in full force and effect all present insurance policies; and (fj) provide notify Parent of (i) any event or circumstance which is reasonably likely to have a Company Material Adverse Effect; (ii) any material change in the Lenders with at least 10 days' written notice normal course of any meeting business or in the operation of the Board of Directors assets of the Company and permit Entities, (iii) the Lenders to designate an individual to attend such meeting, including resignation or notice of resignation of any adjournment thereof, as an observer. In additionmedical director, the Lenders' designees shall receive all written material disseminated to termination or any joint venture, or the Board resignation or notice of Directors in advanceresignation, during of any member of any joint venture, or following (iv) any meetinggovernmental complaints, whether investigations or not the designee was in attendance. The Lenders' designees shall receive hearings (or communications indicating that the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directorsmay be contemplated) or any adjudicatory proceedings.

Affirmative Covenants of the Company. The Company covenants and agrees that, hereby acknowledges that the parties to the Facility Documents are entering into the transactions contemplated by the Facility Documents in reliance upon the Company’s identity as a legal entity separate from the Closing Date Seller and its Affiliates. From and after the date hereof until the Maturity final Series Termination Date (and, in under any event, during such time as any portion of the Loan or any Interest thereon is outstanding)Indenture Supplement, the Company shallwill take such actions as shall be required in order that: (a) operate The Company will conduct its business only in the ordinary course office space allocated to it and maintain its properties for which it pays an appropriate rent and assets in good repair, working order and conditionoverhead allocation; (b) cause to be done all things reasonably necessary to maintain, preserve The Company will maintain corporate records and renew books of account separate from those of the Seller and its corporate existence Affiliates and all material licenses, authorizations telephone numbers and permits necessary to stationery that are separate and distinct from those of the conduct of Seller and its businessesAffiliates; (c) comply with all applicable laws, rules The Company’s assets will be maintained in a manner that facilitates their identification and regulations segregation from those of all governmental authorities, any of the violation of which could reasonably be expected to have a material adverse effect on Seller and its business, properties or prospectsAffiliates; (d) deliver to The Company will observe corporate formalities in its dealings with the Lenders within 10 days after public and with the end of each fiscal month Seller and within 30 days of its Affiliates and, except as contemplated by the end of each fiscal quarterFacility Documents, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations funds or other assets of the Company as will not be commingled with those of any of the end of Seller and through such periodsits Affiliates. The Company will at all times, prepared in accordance its dealings with generally accepted accounting principlesthe public and with the Seller and its Affiliates, consistently applied in hold itself out and conduct itself as a legal entity separate and distinct from the United States Seller and consistent with past practiceits Affiliates. The Company will not maintain joint bank accounts or other depository accounts to which the Seller and its Affiliates (other than the Master Servicer) has independent access; (e) deliver to the Lenders the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit The duly elected board of directors of the Company and inspect duly appointed officers of the financial records Company will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Company; (f) Not less than one member of the Company’s board of directors will be an Independent Director. The Company will observe those provisions in its limited liability company agreement that provide that the Company’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Company unless the Independent Director and all other members of the Company’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action; (g) The Company will compensate each of its employees, consultants and agents from the Company ‘s own funds for services provided to the Company; and (fh) provide Except as contemplated by the Lenders with at least 10 days' written notice of any meeting Facility Documents, the Company will not hold itself out to be responsible for the debts of the Board of Directors of the Company Seller and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directorsits Affiliates.

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Initial Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and maintain its properties and assets in good repair, working order and condition; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders Lender within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice; (e) deliver to the Lenders Lender the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders Lender reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and (f) provide the Lenders Lender with at least 10 days' written notice of any meeting of the Board of Directors of the Company and permit the Lenders Lender to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees Lender's designee shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees Lender's designee shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directors.

Affirmative Covenants of the Company. The Company covenants and agrees that, from From the date hereof until the earlier of the Closing Date until or the Maturity Date (andtermination of this Agreement, in any eventunless the prior written consent of Buyer shall have been obtained, during such time and except as any portion of the Loan or any Interest thereon is outstanding)otherwise expressly contemplated herein, the Company shall: (a) operate its the business of the Company only in the usual, regular, and ordinary course and maintain its properties and assets in good repairof business, working order and conditionconsistent with past practices; (b) cause use reasonable commercial efforts to be done all things reasonably necessary to maintainpreserve intact its business organization, preserve and renew its corporate existence and all material licenses, authorizations permits, government programs, private programs and permits necessary to the conduct of its businessescustomers; (c) comply use reasonable commercial efforts to retain the services of its employees, agents and consultants on terms and conditions not less favorable than those existing prior to the date hereof and to ensure that there are no material or adverse changes to employee relations; (d) keep and maintain the Company’s assets in their present condition, repair and working order, except for normal depreciation and wear and tear, and use reasonable commercial efforts to maintain its insurance, rights and licenses; (e) pay all accounts payable of the Company in accordance with past practice and use reasonable commercial efforts to collect all applicable lawsaccounts receivable in accordance with past practice, rules but not less than in accordance with prudent business practices; (f) confer on a regular and regulations frequent basis with one or more designated representatives of Buyer to report material operational matters and to report the general status of ongoing business operations of the Company; (g) make available to Buyer true and correct copies of all governmental authoritiesinternal management and control reports (including aging of accounts receivable, listings of accounts payable, and inventory control reports) and financial statements related to the violation Company; (h) cause all tax returns that are due and have not been filed prior to the date hereof or which become due prior to the Closing Date, to be prepared and filed on or before the date such tax return is required to be filed (taking into account any extensions of the filing deadlines granted); provided, however, that any such tax return shall not be filed without a reasonable opportunity for prior review and comment by Buyer; (i) as soon as reasonably practicable after they become available, but in no event more than thirty (30) days following the end of each calendar month, deliver to Buyer true and complete copies of monthly financial statements of the Company for each calendar month ending subsequent to the date hereof in the format historically utilized by the Company; (j) perform in all respects all obligations under agreements relating to or affecting its assets, properties or rights, except for the failure of which performance could not reasonably be expected to have a Material Adverse Effect on the Company taken as a whole, financial or otherwise; (k) use reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage; and (l) notify Buyer of (i) any event or circumstance which is reasonably likely to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as or could reasonably be expected to cause or constitute a breach of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice; (e) deliver to the Lenders the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit the Company and inspect the financial records any of the Company’s representations, warranties or covenants contained herein; and or (fii) provide any unexpected change in the Lenders with at least 10 days' written notice normal course of business or in the operation of the assets of the Company, and of any meeting governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), adjudicatory proceedings, budget meetings or submissions involving any material property. The Company shall keep Buyer fully informed of the Board of Directors of the Company such events and permit the Lenders Buyer’s representatives prompt access to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors materials prepared in connection with such designee's attendance of meetings of the Board of Directorstherewith.

Affirmative Covenants of the Company. The Company covenants and agrees that, hereby acknowledges that the parties to the Facility Documents are entering into the transactions contemplated by the Facility Documents in reliance upon the Company’s identity as a legal entity separate from the Closing Date Seller and its Affiliates. From and after the date hereof until the Maturity final Series Termination Date (and, in under any event, during such time as any portion of the Loan or any Interest thereon is outstanding)Indenture Supplement, the Company shallwill take such actions as shall be required in order that: (a) operate The Company will conduct its business only in the ordinary course office space allocated to it and maintain its properties for which it pays an appropriate rent and assets in good repair, working order and conditionoverhead allocation; (b) cause to be done all things reasonably necessary to maintain, preserve The Company will maintain corporate records and renew books of account separate from those of the Seller and its corporate existence Affiliates and all material licenses, authorizations telephone numbers and permits necessary to stationery that are separate and distinct from those of the conduct of Seller and its businessesAffiliates; (c) comply with all applicable laws, rules The Company’s assets will be maintained in a manner that facilitates their identification and regulations segregation from those of all governmental authorities, any of the violation of which could reasonably be expected to have a material adverse effect on Seller and its business, properties or prospectsAffiliates; (d) deliver to The Company will observe corporate formalities in its dealings with the Lenders within 10 days after public and with the end of each fiscal month Seller and within 30 days of its Affiliates and, except as contemplated by the end of each fiscal quarterFacility Documents, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations funds or other assets of the Company as will not be commingled with those of any of the end of Seller and through such periodsits Affiliates. The Company will at all times, prepared in accordance its dealings with generally accepted accounting principlesthe public and with the Seller and its Affiliates, consistently applied in hold itself out and conduct itself as a legal entity separate and distinct from the United States Seller and consistent with past practiceits Affiliates. The Company will not maintain joint bank accounts or other depository accounts to which the Seller and its Affiliates (other than the Master Servicer) has independent access; (e) deliver to the Lenders the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit The duly elected board of directors of the Company and inspect duly appointed officers of the financial records Company will at all times have sole authority to control decisions and actions with respect to the daily business affairs of the Company; (f) Not less than one member of the Company’s board of directors will be an Independent Director. The Company will observe those provisions in its limited liability company agreement that provide that the Company’s board of directors will not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Company unless the Independent Director and all other members of the Company’s board of directors unanimously approve the taking of such action in writing prior to the taking of such action; (g) The Company will compensate each of its employees, consultants and agents from the Company ’s own funds for services provided to the Company; and (fh) provide Except as contemplated by the Lenders with at least 10 days' written notice of any meeting Facility Documents, the Company will not hold itself out to be responsible for the debts of the Board of Directors of the Company Seller and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directorsits Affiliates.

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and course, maintain its properties and assets in good repair, working order and condition, and conduct all transactions with third parties, including affiliates of the Company, on an arm’s length basis; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders Lender within 10 ten days after the end of each fiscal month and within 30 thirty days of the end of each fiscal quarter, (i) unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice;; (ii) a statement of any litigation or legal action pending or threatened against the Company certified as true and correct by the Company’s Chief Executive Officer; and (iii) such other reports as the Lender may reasonably request. (e) deliver to the Lenders Lender within five days after they are available (but in any event within ninety days after the end of each of its fiscal years) the Company's ’s audited annual financial statements and the Company's ’s annual budget, and allow the Lenders Lender reasonable access during normal business hours to visit the Company and inspect the Collateral and the financial records of the Company; and; (f) provide the Lenders Lender with at least 10 days' written notice copies of all minutes of any meeting of the Board of Directors of the Company and promptly after they become available, but in no event more than four days after the date of any meeting; and (g) if the Company fails to complete the Merger within one hundred twenty (120) days of the Loan Closing Date, permit a representative of the Lenders to designate an individual Lender to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members meetings of the Board of Directors in connection with such designee's attendance of meetings of the Board of DirectorsCompany, without any right to vote at such meetings.

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and maintain its properties and assets in good repair, working order and condition; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders Lender within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, (i) unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice;; (ii) a statement of any litigation or legal action pending or threatened against the Company certified as true and correct by the Company’s Chief Executive Officer; and (iii) such other reports as the Lender may reasonably request. (e) deliver to the Lenders Lender within five days after they are available (but in any event within ninety days after the end of each of its fiscal years) the Company's ’s audited annual financial statements and the Company's ’s annual budget, and allow the Lenders Lender reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and; (f) provide the Lenders Lender with at least 10 days' ’ written notice of any meeting of the Board of Directors of the Company and permit the Lenders Lender to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees Lender’s designee shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees Lender’s designee shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's ’s attendance of meetings of the Board of Directors; and (g) use any and all proceeds received from any sale(s) or other dispositions of its Equity Securities, including any such sale(s) pursuant to the offering set forth in its Confidential Private Placement Memorandum dated June 1, 2005, to repay any and all indebtedness that may then be senior to the Loan and/or the Lender’s security interest under the Security Agreement, including, without limitation, any indebtedness that the Company may then owe to The Elevation Fund, LLC.

Affirmative Covenants of the Company. The Company covenants and agrees thatExcept as set forth on Schedule 8.3, from the Closing Date date hereof until the Maturity Date (and, in any event, during such time as any portion earlier of the Loan Effective Time or any Interest thereon is outstanding)the termination of this Agreement, the Company shalland the Owners covenant and agree that, unless the prior written consent of RCG shall have been obtained, and except as otherwise expressly contemplated herein, the Company shall and shall cause each Subsidiary to: (ai) operate its business only in the usual, regular, and ordinary course of business, consistent with past practices; (ii) use reasonable commercial efforts to preserve intact its business organization, licenses, permits, Company Government Programs, Company Private Programs and customers; (iii) use reasonable commercial efforts to retain the services of its employees, agents and consultants on terms and conditions not less favorable than those existing prior to the date hereof and to ensure that there are no material or adverse changes to employee relations; (iv) keep and maintain its properties and assets in good repairtheir present condition, repair and working order order, except for normal depreciation and conditionwear and tear, and maintain its insurance, rights and licenses; (bv) cause to be done pay all things reasonably necessary to maintain, preserve current liabilities of the Company and renew its corporate existence the Subsidiaries (other than liabilities that are included in the Selected Current Liabilities Amount) in accordance with past practice and collect all material licenses, authorizations and permits necessary to the conduct of its businessesaccounts receivable in accordance with past practice; (cvi) comply consult with all applicable laws, rules RCG prior to undertaking any new business opportunity outside the ordinary course of business and regulations not undertake such new business opportunity without the prior written consent of RCG; (vii) confer on a regular and frequent basis with one or more designated representatives of RCG to report material operational matters and to report the general status of ongoing business operations; (viii) make available to RCG true and correct copies of all governmental authoritiesinternal management and control reports (including aging of accounts receivable, listings of accounts payable, and inventory control reports) and financial statements related to the violation Company and the Subsidiaries and furnished to management of the Company; (ix) cause all federal, state and local income and other tax returns that have not been filed prior to the date hereof to be prepared and filed on or before the date such tax return is required to be filed (taking into account any extensions of the filing deadlines granted); provided, however, that any such tax return shall not be filed without a reasonable opportunity for prior review and comment by RCG; (x) as soon as reasonably practicable after they become available, but in no event more than forty-five (45) days following the end of each calendar month, deliver to RCG true and complete copies of its monthly financial statements for each calendar month ending subsequent to the date hereof on the format historically utilized by the Company and the Subsidiaries; (xi) pay, in accordance with the historical practices of the Company and, in any event, not later than the date due, all Liabilities of the Company and the Subsidiaries (other than liabilities that are included in the Selected Current Liabilities Amount); (xii) perform in all material respects all obligations under agreements relating to or affecting its assets, properties or rights; (xiii) keep in full force and effect present insurance policies or other comparable insurance coverage; and (xiv) notify RCG of (i) any event or circumstance which could has caused or constituted, or is reasonably be expected likely to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position Company and the results Subsidiaries taken as a whole or would cause or constitute, a breach of operations any of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice; (e) deliver to the Lenders the Company's audited annual financial statements and representations, warranties or covenants contained herein; or (ii) any change in the normal course of business or in the operation of the Company's annual budgetor any Subsidiary's assets, and allow of any governmental complaints, investigations or hearings (or communications indicating that the Lenders reasonable access during normal business hours to visit same may be contemplated), adjudicatory proceedings, budget meetings or submissions involving the Company and inspect the financial records or any Subsidiary or any of the Company; and (f) provide the Lenders with at least 10 days' written notice of any meeting of the Board of Directors of the Company and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written their respective material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendanceproperty. The Lenders' designees shall receive the same compensation as is paid Company agrees to the members keep RCG fully informed of the Board of Directors such events and to permit RCG's representatives prompt access to all materials prepared in connection with such designee's attendance of meetings of the Board of Directorstherewith.

Affirmative Covenants of the Company. The Company covenants and agrees that, from the Initial Loan Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding), the Company shall: (a) operate its business only in the ordinary course and maintain its properties and assets in good repair, working order and condition; (b) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary to the conduct of its businesses; (c) comply with all applicable laws, rules and regulations of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders Lender within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared in accordance with generally accepted accounting principles, consistently applied in the United States and consistent with past practice; (e) deliver to the Lenders Lender the Company's ’s audited annual financial statements and the Company's ’s annual budget, and allow the Lenders Lender reasonable access during normal business hours to visit the Company and inspect the financial records of the Company; and (f) provide the Lenders Lender with at least 10 days' ’ written notice of any meeting of the Board of Directors of the Company and permit the Lenders Lender to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees Lender’s designee shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees Lender’s designee shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's ’s attendance of meetings of the Board of Directors.

Affirmative Covenants of the Company. The Company hereby covenants and agrees that, from the Closing Date until the Maturity Trust Termination Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding)occurs, the Company shall: (a) operate its business only in the ordinary course and maintain its properties and assets in good repairFinancial Statements, working order and condition;Reports, etc. (bi) cause to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary Furnish to the conduct of its businesses; (c) comply with all applicable lawsTrustee, rules each Agent and regulations of all governmental authoritiesthe Rating Agencies, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospects; (d) deliver to the Lenders within 10 90 days after the end of each fiscal month year, the balance sheet and within 30 days related statements of income, stockholders' equity and cash flows showing the financial condition of the end Company as of each the close of such fiscal quarteryear and the results of its operations during such year, unaudited consolidated all audited by the Company's Independent Public Accountants and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting present the financial position condition and the results of operations of the Company in accordance with GAAP consistently applied; (ii) Furnish to the Trustee, each Agent and the Rating Agencies, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the Company's balance sheet and related income statement showing the financial condition of the Company as of the end close of such fiscal quarter and the results of its operations during such fiscal quarter and the then elapsed portion of the fiscal year (and, beginning with the second fiscal year, showing, on a comparative basis, such information as of and through for the corresponding dates and periods of the preceding fiscal year), all certified by a Responsible Officer Pooling Agreement of such periods, prepared Person as fairly representing the financial condition and results of operations of the Company in accordance with generally accepted accounting principlesGAAP consis tently applied, consistently applied in the United States and consistent with past practice; (e) deliver subject to the Lenders the Company's audited annual financial statements and the Company's annual budget, and allow the Lenders reasonable access during normal business hours to visit the Company and inspect the financial records of the Companyyear-end audit adjustments; and (fiii) provide Furnish to the Lenders Trustee and each Agent, promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Company, or compliance with at least 10 days' written notice the terms of any meeting of Transaction Document, in each case as any Agent or the Board of Directors of the Company and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In addition, the Lenders' designees shall receive all written material disseminated to the Board of Directors in advance, during or following any meeting, whether or not the designee was in attendance. The Lenders' designees shall receive the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of DirectorsTrustee may reasonably request.

Affirmative Covenants of the Company. The Company covenants and agrees that, from From the date hereof until the earlier of the Closing Date until or the Maturity Date (andtermination of this Agreement, in any eventunless the prior written consent of Parent shall have been obtained, during such time and except as any portion of the Loan or any Interest thereon is outstanding)otherwise expressly contemplated herein, the Company shalland Owners shall to the extent any of the following relates to or in any way may adversely affect the Merger or the Company Entities taken as a whole: (a) operate its business the Company Entities only in the usual, regular, and ordinary course of business, consistent with past practices and maintain its properties use reasonable efforts consistent with past practices to preserve intact their business organization, licenses, permits, Government Programs, Private Programs, relationships with medical directors and assets in good repair, working order and conditionrelationships with patients; (b) cause use reasonable efforts to be done all things reasonably necessary to maintainkeep available the services of their employees, preserve medical directors, independent contractors, agents and renew its corporate existence consultants on terms and all material licenses, authorizations and permits necessary conditions not materially less favorable than those existing prior to the conduct of its businessesdate hereof; (c) comply keep and maintain their material tangible assets in their present condition, repair and working order, except for normal depreciation and wear and tear (compliance with all applicable laws, rules and regulations Section 9.3(e) shall not be deemed to be a breach of all governmental authorities, the violation of which could reasonably be expected to have a material adverse effect on its business, properties or prospectsthis Section 9.2(c)); (d) deliver to the Lenders within 10 days after the end of each fiscal month and within 30 days of the end of each fiscal quarter, unaudited consolidated financial statements (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) all in reasonable detail, fairly presenting the financial position and the results of operations of the Company as of the end of and through such periods, prepared pay their accounts payable in accordance with generally accepted accounting principles, consistently applied past practices and collect accounts receivable in the United States and consistent accordance with past practice, but not less than in accordance with prudent business practices; (e) deliver upon Parent's reasonable request, confer with one or more designated representatives of Parent to report material operational matters and to report the general status of ongoing operations; (f) make available to Parent true and correct copies of all internal management and control reports (including aging of accounts receivable, listings of accounts payable and inventory control reports) and available budgets or financial statements; (g) cause all Tax Returns that are due and have not been filed prior to the Lenders date hereof or which become due prior to the Company's audited annual financial statements Closing Date, to be prepared and filed on or before the Company's annual budgetdate such Tax Return is required to be filed (taking into account any extensions of the filing deadlines granted); provided, however, that any such federal or state income Tax Return shall not be filed without a reasonable opportunity for prior review and comment by Parent, and allow all such Tax Returns shall be prepared in accordance with past practice and custom; (h) perform in all material respects all obligations under agreements relating to or affecting its assets or rights, except for the Lenders reasonable access during normal business hours to visit the failure of performance that would not have a Company Material Adverse Effect; (i) keep in full force and inspect the financial records of the Companyeffect present insurance policies or other comparable insurance coverage (including self insurance retentions); and (fj) provide notify Parent promptly, but in all cases within three (3) business days after the Lenders with at least 10 days' Company gains Knowledge, of (i) any event or circumstance which is reasonably likely to have a Company Material Adverse Effect; (ii) any change in the normal course of business or in the operation of the assets of the Company Entities taken as a whole, (iii) the resignation or written notice of resignation of any meeting of the Board of Directors of the Company and permit the Lenders to designate an individual to attend such meeting, including any adjournment thereof, as an observer. In additionmedical director, the Lenders' designees shall receive all termination or any joint venture, or the resignation or written material disseminated to the Board notice of Directors in advanceresignation, during of any member of any joint venture, or following (iv) any meetinggovernmental complaints, whether investigations or not the designee was in attendance. The Lenders' designees shall receive hearings (or communications indicating that the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of Directorsmay be contemplated) or any adjudicatory proceedings.

Affirmative Covenants of the Company. The Company covenants and agrees that, from Until the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding)Final Settlement Date, the Company covenants with the Trustee that it shall: (ai) operate its business only in keep proper books of accounts open for inspection by the ordinary course and maintain its properties and assets in good repair, working order and conditionTrustee. (ii) provide information pertinent to a credit assessment of the Company by a potential Debenture Holder on the instructions of the Trustee; (biii) cause furnish to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary Trustee any information in relation to the conduct issue of the Debentures that may be required by it from time to time for effective discharge of its businessesduties and obligations, including without limitation copies of financial statements, credit rating letter and rating rationale, certificates, reports, balance sheets and profit and loss accounts; (civ) comply with the provisions of the Companies Act and the rules, circulars or orders issued thereunder, in respect of performance of its obligations under the Transaction Documents; (v) comply with all applicable laws, rules and regulations of all governmental authoritiesguidelines/ directions issued by SEBI, the violation Ministry of which could reasonably be expected Corporate Affairs, BSE or any other regulatory authority, with respect to have a material adverse effect on its business, properties or prospectsthe issue of the Debentures; (dvi) deliver inform the Trustee about any change in the nature and conduct of business by the Company prior to such change; (vii) promptly inform the Trustee of any significant change in composition of its board of directors, which may amount to change in ‘control’ as defined in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (viii) inform the Trustee of any merger, consolidation, reorganisation, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction, within 15 (fifteen) days of such scheme being filed with the relevant court or tribunal; (ix) submit to the Lenders Trustee its duly audited annual accounts, within 10 days 6 (six) months from the close of the Financial Year and if the statutory audit is not likely to be contemplated during such period, the Company shall ensure that the accounts are audited by an independent firm of chartered accounts and furnish the same to the Trustee; (x) if required under Applicable Law, submit such other information as may be required by the Trustee and to BSE, including information required under the LODR Regulations, including the following information along with the annual/half yearly financial results: (A) debt-equity ratio, (B) previous due date for the payment of Interest/principal and whether the same has been paid or not, (C) next due date for the payment of Interest/principal, (D) debt service coverage ratio, (E) interest service coverage ratio, (F) outstanding redeemable preference shares (quantity and value), (G) DRR, if applicable, (H) net worth, (I) net profit after tax, (J) earnings per share, and (K) material deviations (if any) in the end utilisation of each fiscal month the proceeds of the Debentures, after submitting the above information, within the time period prescribed under Applicable Law, the Company shall submit to the stock exchange a certificate signed by the Trustee that it has taken note of the aforementioned information shared; (xi) pay all fees and commission of the Trustee; (xii) forward a quarterly report within 30 days (thirty) Business Days of the end of each fiscal financial quarter, unaudited consolidated financial statements to the Trustee, inter alia, containing the following particulars: (including balance sheets, statements of income A) credit rating and loss, statements of cash flow and statements of shareholders' equitychange in credit rating (if any), (B) all in reasonable detail, fairly presenting asset cover certificate from the financial position and the results of operations statutory auditor of the Company as of the end of and through such periodsCompany, prepared if required in accordance with generally accepted accounting principles, consistently applied in the United States Applicable Law, (C) updated list of the names and consistent with past practiceaddresses of the Debenture Holders; (eD) deliver to details of Interest due but unpaid and reasons for such non-payment; (E) the Lenders number and nature of grievances received from the Company's audited annual financial statements Debenture Holders and the Company's annual budget, those resolved and allow the Lenders reasonable access during normal business hours to visit unresolved by the Company and inspect reasons for the financial records of the Companysame; and (fF) any other information as reasonably required by the Trustee; (xiii) provide information to BSE, the Lenders Depository and the Trustee, about the status of payment of Redemption Amounts within 1 (one) working day from the Redemption Date; (xiv) keep informed the Trustee, BSE and the Depository, about the updated status of the payment of the Redemption Amounts by the 2nd working day of April of each Financial Year until the Final Redemption Date; (xv) inform the BSE and the Depository about any development or events including any restructuring in the Debentures or insolvency proceedings, etc., that could potentially have an impact on the payment of Redemption Amounts, within 1 (one) working day from the happening of any such event or occurrence of any such development (xvi) comply with at least 10 days' written all the provisions as mentioned in the Debenture Trustee Regulations, the Debt Regulations, the Companies Act, the unified listing agreement, the LODR Regulations, and/or any other notification, circular, press release issued by the SEBI/ RBI, from time to time; (xvii) provide on a quarterly basis, relevant documents, information, details, reports, balance sheet, profit and loss statements, certifications, as applicable, to enable the Trustee to (I) carry out necessary due diligence and monitor the asset cover and (II) submit all reports and/or certifications that are required to be submitted by the Trustee to the stock exchange in accordance with SEBI’s circular on Monitoring and Disclosures by Debenture Trustee(s) dated November 12, 2020 and other Applicable Laws; (xviii) submit a half yearly certificate from the statutory auditor of the Company in relation to the asset cover and compliance with all covenants set out under the relevant Transaction Documents along with its half-yearly financial results in accordance with the LODR Regulations, within 45 (forty-five) days from the end of the half year to BSE and shall submit a copy of such result on the same day to the Trustee; (xix) within 30 (thirty) days from the end of the financial year, furnish to the Trustee a certificate from the company secretary with respect to the timely and accurate payment of the Interest on the Debentures and such report shall be duly certified by the company secretary; (xx) as soon as reasonably practicable, inform the Trustee if it has notice of any application for winding up having been made or any statutory notice of winding up is given to the Company under the Companies Act or otherwise of any suit or other legal process intended to be filed or initiated against the Company and affecting title of the Company to its properties or if a receiver is appointed of any of its properties or business or undertaking; (xxi) pursuant to the SEBI Operational Framework Circular, provide the bank details as set out below at the time of executing this Deed from which it proposes to pay the Redemption Amount and pre-authorise the Trustee (which has been done already) to seek redemption and payment related information in relation to the Debentures from the Company’s bank. Further, it shall inform the Trustee of any change in its bank details from that set out below within 1 (one) working day of such change and shall submit a duly acknowledged and accepted pre-authorisation letter and duly accepted consent letter from the Company’s new bank Company’s bank: Bank: Account Number: IFSC Code No.: (xxii) preserve the Trust Properties with utmost care and caution; (xxiii) within 7 (seven) days of the relevant meeting of the Board board of Directors directors of the Company or within 45 (forty-five) days of the respective quarter whichever is earlier, provide to the Trustee periodical status/ performance reports; (xxiv) notwithstanding anything contained herein, maintain the asset cover sufficient to discharge the principal amounts of the Debentures at all times and permit at the Lenders request of the Trustee, forthwith take steps to designate an individual amend this Deed to attend such meeting, including specifically incorporate any adjournment thereof, additional terms and conditions as an observer. In additionmay be required to comply with any directions from SEBI; (xxv) in the event there is a revision in the credit rating provided by the Credit Rating Agency at the time of the issuance of Debentures, the Lenders' designees Trustee shall receive all written material disseminated be entitled to disclose the information to the Board of Directors in advanceDebenture Holder(s) and the general public by issuing a press release, during or following any meeting, whether or not placing the designee was in attendance. The Lenders' designees information on the Trustee’s website and with the credit rating agencies; and (xxvi) it shall receive maintain a functional website containing correct and updated information as required by the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of DirectorsLODR Regulations.

Affirmative Covenants of the Company. The Company covenants and agrees that, from Until the Closing Date until the Maturity Date (and, in any event, during such time as any portion of the Loan or any Interest thereon is outstanding)Final Settlement Date, the Company covenants with the Trustee that it shall: (ai) operate its business only in keep proper books of accounts open for inspection by the ordinary course and maintain its properties and assets in good repair, working order and conditionTrustee. (ii) provide information pertinent to a credit assessment of the Company by a potential Debenture Holder on the instructions of the Trustee; (biii) cause furnish to be done all things reasonably necessary to maintain, preserve and renew its corporate existence and all material licenses, authorizations and permits necessary Trustee any information in relation to the conduct issue of the Debentures that may be required by it from time to time for effective discharge of its businessesduties and obligations, including without limitation copies of financial statements, credit rating letter and rating rationale, certificates, reports, balance sheets and profit and loss accounts; (civ) comply with the provisions of the Companies Act and the rules, circulars or orders issued thereunder, in respect of performance of its obligations under the Transaction Documents; (v) comply with all applicable laws, rules and regulations of all governmental authoritiesguidelines/ directions issued by SEBI, the violation Ministry of which could reasonably be expected Corporate Affairs, BSE or any other regulatory authority, with respect to have a material adverse effect on its business, properties or prospectsthe issue of the Debentures; (dvi) deliver inform the Trustee about any change in the nature and conduct of business by the Company prior to such change; (vii) promptly inform the Trustee of any significant change in composition of its board of directors, which may amount to change in ‘control’ as defined in the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (viii) inform the Trustee of any merger, consolidation, reorganisation, scheme of arrangement or compromise with its creditors or shareholders or effect any scheme of amalgamation or reconstruction, within 15 (fifteen) days of such scheme being filed with the relevant court or tribunal; (ix) submit to the Lenders Trustee its duly audited annual accounts, within 10 days 6 (six) months from the close of the Financial Year and if the statutory audit is not likely to be contemplated during such period, the Company shall ensure that the accounts are audited by an independent firm of chartered accounts and furnish the same to the Trustee; (x) if required under Applicable Law, submit such other information as may be required by the Trustee and to BSE, including information required under the LODR Regulations, including the following information along with the annual/half yearly financial results: (A) debt-equity ratio, (B) previous due date for the payment of Interest/principal and whether the same has been paid or not, (C) next due date for the payment of Interest/principal, (D) debt service coverage ratio, (E) interest service coverage ratio, (F) outstanding redeemable preference shares (quantity and value), (G) DRR, if applicable, (H) net worth, (I) net profit after tax, (J) earnings per share, and (K) material deviations (if any) in the end utilisation of each fiscal month the proceeds of the Debentures, after submitting the above information, within the time period prescribed under Applicable Law, the Company shall submit to the stock exchange a certificate signed by the Trustee that it has taken note of the aforementioned information shared; (xi) pay all fees and commission of the Trustee; (xii) forward a quarterly report within 30 days (thirty) Business Days of the end of each fiscal financial quarter, unaudited consolidated financial statements to the Trustee, inter alia, containing the following particulars: (including balance sheets, statements of income A) credit rating and loss, statements of cash flow and statements of shareholders' equitychange in credit rating (if any), (B) all in reasonable detail, fairly presenting asset cover certificate from the financial position and the results of operations statutory auditor of the Company as of the end of and through such periodsCompany, prepared if required in accordance with generally accepted accounting principles, consistently applied in the United States Applicable Law, (C) updated list of the names and consistent with past practiceaddresses of the Debenture Holders; (eD) deliver to details of Interest due but unpaid and reasons for such non-payment; (E) the Lenders number and nature of grievances received from the Company's audited annual financial statements Debenture Holders and the Company's annual budget, those resolved and allow the Lenders reasonable access during normal business hours to visit unresolved by the Company and inspect reasons for the financial records of the Companysame; and (fF) any other information as reasonably required by the Trustee; (xiii) provide information to BSE, the Lenders Depository and the Trustee, about the status of payment of Redemption Amounts within 1 (one) working day from the Redemption Date; (xiv) keep informed the Trustee, BSE and the Depository, about the updated status of the payment of the Redemption Amounts by the 2nd working day of April of each Financial Year until the Final Redemption Date; (xv) inform the BSE and the Depository about any development or events including any restructuring in the Debentures or insolvency proceedings, etc., that could potentially have an impact on the payment of Redemption Amounts, within 1 (one) working day from the happening of any such event or occurrence of any such development (xvi) comply with at least 10 days' written all the provisions as mentioned in the Debenture Trustee Regulations, the Debt Regulations, the Companies Act, the unified listing agreement, the LODR Regulations, and/or any other notification, circular, press release issued by the SEBI/ RBI, from time to time; (xvii) provide on a quarterly basis, relevant documents, information, details, reports, balance sheet, profit and loss statements, certifications, as applicable, to enable the Trustee to (I) carry out necessary due diligence and monitor the asset cover and (II) submit all reports and/or certifications that are required to be submitted by the Trustee to the stock exchange in accordance with SEBI’s circular on Monitoring and Disclosures by Debenture Trustee(s) dated November 12, 2020 and other Applicable Laws; (xviii) submit a half yearly certificate from the statutory auditor of the Company in relation to the asset cover and compliance with all covenants set out under the relevant Transaction Documents along with its half-yearly financial results in accordance with the LODR Regulations, within 45 (forty-five) days from the end of the half year to BSE and shall submit a copy of such result on the same day to the Trustee; (xix) within 30 (thirty) days from the end of the financial year, furnish to the Trustee a certificate from the company secretary with respect to the timely and accurate payment of the Interest on the Debentures and such report shall be duly certified by the company secretary; (xx) as soon as reasonably practicable, inform the Trustee if it has notice of any application for winding up having been made or any statutory notice of winding up is given to the Company under the Companies Act or otherwise of any suit or other legal process intended to be filed or initiated against the Company and affecting title of the Company to its properties or if a receiver is appointed of any of its properties or business or undertaking; (xxi) pursuant to the SEBI Operational Framework Circular, provide the bank details as set out below at the time of executing this Deed from which it proposes to pay the Redemption Amount and pre-authorise the Trustee (which has been done already) to seek redemption and payment related information in relation to the Debentures from the Company’s bank. Further, it shall inform the Trustee of any change in its bank details from that set out below within 1 (one) working day of such change and shall submit a duly acknowledged and accepted pre-authorisation letter and duly accepted consent letter from the Company’s new bank Company’s bank: Bank: Account Number: IFSC Code No.: (xxii) preserve the Trust Properties with utmost care and caution; (xxiii) within 7 (seven) days of the relevant meeting of the Board board of Directors directors of the Company or within 45 (forty-five) days of the respective quarter whichever is earlier, provide to the Trustee periodical status/ performance reports; (xxiv) notwithstanding anything contained herein, maintain the asset cover sufficient to discharge the principal amounts of the Debentures at all times and permit at the Lenders request of the Trustee, forthwith take steps to designate an individual amend this Deed to attend such meeting, including specifically incorporate any adjournment thereof, additional terms and conditions as an observer. In additionmay be required to comply with any directions from SEBI; (xxv) in the event there is a revision in the credit rating provided by the Credit Rating Agencies at the time of the issuance of Debentures, the Lenders' designees Trustee shall receive all written material disseminated be entitled to disclose the information to the Board of Directors in advanceDebenture Holder(s) and the general public by issuing a press release, during or following any meeting, whether or not placing the designee was in attendance. The Lenders' designees information on the Trustee’s website and with the credit rating agencies; and (xxvi) it shall receive maintain a functional website containing correct and updated information as required by the same compensation as is paid to the members of the Board of Directors in connection with such designee's attendance of meetings of the Board of DirectorsLODR Regulations.