Common use of Consequences of an Event of Default Clause in Contracts

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the voting interests of the Class A Certificates and the Class B Certificates, voting together as a single class (but excluding for purposes of such calculation and action all Certificates held by TMCC, TMCRC or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have right but no obligation to communicatebeen deposited by the predecessor Servicer, in any manner it may deem fit, the Accounts or the Reserve Fund or thereafter received with respect to or the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with any person(s) with a view transferring the Receivable Files to receiving assistance the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such person(s) in recovering costs and expenses. Notwithstanding the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned foregoing, in the Sanction Letter event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;immediately preceding sentence.

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision If one or more of the Lender Events of Default occur then (a) if such Event of Default is set forth in Sections 7.3 or 7.4, the Commitments shall be final automatically terminate and binding on any questions the Notes then outstanding and all other amounts owing under this Agreement (including, without limitation, all amounts of L/C Obligations, whether or issues on point in respect of happening/non-happening not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall become immediately due and payable, without necessity of demand, presentation, protest, notice of dishonor or notice of default or (b) if such Event of Default. Following are Default is set forth in any of the consequences remaining Sections of this Article VII, then the Agent, at the request of the Required Lenders, and upon occurrence of an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may Borrower, shall declare the Outstanding Obligations Borrower in default hereunder, and upon such declaration, shall, at the request of the Required Lenders, terminate the Commitment and/or any declare the Notes then outstanding and all other amounts including Interestowing under this Agreement (including, bouncing charges without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) immediately due and Default Interest payable, without necessity of any further demand, presentation, protest, notice of dishonor or further notice of default, whereupon the same shall be immediately due and payable. With respect to all Letters of Credit with respect to which may be payable presentment for honor shall not have occurred at the time of an acceleration pursuant to the preceding paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. The Borrower hereby grants to the Agent, for the benefit of the Issuing Bank and the L/C Participants, a security interest in such cash collateral to secure all obligations of the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower this Agreement and the Lender, to be due and upon other Loan Documents. Amounts held in such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower cash collateral account shall be computed from applied to the respective EMI Payment Date payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters ofCredit shall have expired or been fully drawn upon, if any, shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation applied to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence repay other obligations of the Borrower and/or any place hereunder and under the Notes. After all such Letters of work Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower; (iii) The Lender Borrower hereunder and under the Notes shall have been paid in full, the right to modify the Repayment Schedule as mentioned balance, if any, in the Sanction Letter in the manner as it deems fit; (iv) In addition such cash collateral account shall be returned to the rights specified in this TermsBorrower. The Borrower shall execute and deliver to the Agent, for the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention account of the courts Issuing Bank and the L/C Participants, such further documents and instruments as the Agent may request to recover all evidence the dues payable by creation and perfection of the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;within security interest in such cash collateral account.

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, the Indenture Trustee at the direction of the Majority Securityholders, by notice given in writing to the Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement. On or after the receipt by the Master Servicer of such written notice, and the appointment of and acceptance by a successor Master Servicer, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement, whether with respect to the Securities or the Trust or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Master Servicer; provided, however, that the successor Master Servicer shall have right but no liability with respect to any obligation which was required to communicatebe performed by the prior Master Servicer prior to the date that the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the prior Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the prior Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The prior Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the prior Master Servicer under this Agreement, including, without limitation, the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the prior Master Servicer for deposit, or have been deposited by the prior Master Servicer, in any manner it may deem fit, the Collection Account or thereafter received with respect to or with any person(s) with a view the Home Loans and the delivery to receiving assistance the successor Master Servicer of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned all Home Loan Files in the Sanction Letter Master Servicer's possession and a computer tape in readable form containing the manner as it deems fit; (iv) Servicing Record and any other information necessary to enable the successor Master Servicer to service the Home Loans. In addition to any other amounts that are then payable to the rights specified in terminated Master Servicer under this TermsAgreement, the Lender or its representatives including assignees terminated Master Servicer shall then be entitled to take all or any action with or without intervention receive (to the extent provided by Section 4.09) out of the courts Collected Amount, reimbursements for any outstanding Interest Advances made during the period prior to recover all the dues payable notice pursuant to this Section 10.02 which terminates the obligation and rights of the terminated Master Servicer under this Agreement. The Indenture Trustee and the successor Master Servicer may set off and deduct any amounts owed by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or terminated Master Servicer from any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data amounts payable to the Lender or ECS mandate/PDC has bounced on its presentation terminated Master Servicer. The terminated Master Servicer shall grant the Indenture Trustee, and the successor Master Servicer reasonable access to the Specified Account;terminated Master Servicer's premises at the terminated Master Servicer's expense.

Consequences of an Event of Default. 8.1 If an Event of Default, other than a bankruptcy default with respect to the Company occurs and is continuing under the indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the holders), may declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Company, the principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Company and the Guarantors to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The Borrower agrees premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of the Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, THE COMPANY WILL, AND TO THE EXTENT APPLICABLE, THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE WILL, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and acknowledges if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the decision Company has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Lender notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be final automatically stayed and binding on the cure period with respect to any questions or issues on point in respect Event of happening/non-happening Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Following are Notwithstanding anything in the consequences upon occurrence preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default: Default under clause (i7) Notwithstanding anything contrary contained as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Financing DocumentsIndenture, upon happening shall have no duty to inquire as to or investigate the accuracy of any Event Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of Default, Lender, a majority in principal amount of the outstanding notes by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Company and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;consequences if:

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have right but no obligation to communicatebeen deposited by the predecessor Servicer, in any manner it may deem fitthe Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, to or with any person(sif the predecessor Servicer is the initial Trustee, the initial Servicer) with a view to receiving assistance upon presentation of reasonable documentation of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment costs and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;expenses.

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the voting interests of the Class A Certificates and the Class B Certificates, voting together as a single class (but excluding for purposes of such calculation and action all Certificates held by TMCC, TAFR LLC, or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have right but no obligation to communicatebeen deposited by the predecessor Servicer, in any manner it may deem fit, the Accounts or the Reserve Fund or thereafter received with respect to or the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with any person(s) with a view transferring the Receivable Files to receiving assistance the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such person(s) in recovering costs and expenses. Notwithstanding the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned foregoing, in the Sanction Letter event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;immediately preceding sentence.

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that Upon the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default: (ia) Notwithstanding anything contrary contained in the Financing DocumentsBank shall be under no further obligation to make Advances hereunder or issue Letters of Credit, upon happening of any as the case may be; (b) if an Event of DefaultDefault specified in clause (c) or (d) above shall occur, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms unpaid principal balance of the Financing Documents and/or Notes then outstanding and all interest accrued thereon together with any other agreements, documents subsisting between the Borrower additional amounts payable hereunder and the Lender, to thereunder shall be due and upon such notice the same shall become immediately due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basiswithout demand or notice of any kind; (iic) the Lender upon happening of if any other Event of Default shall have right but no obligation to communicateoccur, in any manner it may deem fit, to or the unpaid principal balance of the Notes then outstanding and all interest accrued thereon together with any person(sadditional amounts payable hereunder and thereunder, at the option of the Bank and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) the Bank may require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account (the "Cash Collateral Account") with the Bank, as cash collateral for its obligations under the Loan Documents, an amount equal to the aggregate maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby pledges to the Bank, and grants to the Bank a view security interest in, all such cash collateral as security for such obligations. Upon the curing of all existing Events of Default to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence satisfaction of the Borrower and/or any place of work of Bank, the Bank shall return such cash collateral to the Borrower; (iiie) The Lender shall have at the right option of the Bank, the Notes will bear interest at the Default Rate from the date of the occurrence of the Event of Default; and (f) the Bank may exercise from time to modify time any of the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition rights and remedies available to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower Bank under the Financing Loan Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;applicable law.

Consequences of an Event of Default. 8.1 If an Event of Default, other than a bankruptcy default with respect to any Issuer, occurs and is continuing under the indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Main Issuer (and to the Trustee if the notice is given by the holders), may declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Main Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes, and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Issuers and the Wilpinjong Credit Parties to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The Borrower agrees premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, THE ISSUERS, AND TO THE EXTENT APPLICABLE, THE WILPINJONG CREDIT PARTIES IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and acknowledges if applicable, the Wilpinjong Credit Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if applicable, the Wilpinjong Credit Parties expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Redemption Price Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Main Issuer and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, 173 in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the decision Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Lender notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be final automatically stayed and binding on the cure period with respect to any questions or issues on point in respect Event of happening/non-happening Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Following are Notwithstanding anything in the consequences upon occurrence preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default: Default under clause (i7) Notwithstanding anything contrary contained as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Financing DocumentsIndenture, upon happening shall have no duty to inquire as to or investigate the accuracy of any Event Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Main Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of Default, Lender, a majority in principal amount of the outstanding notes by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Main Issuer and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;consequences if:

Consequences of an Event of Default. 8.1 If an Event of Default, other than a bankruptcy default with respect to any Issuer, occurs and is continuing under the indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Main Issuer (and to the Trustee if the notice is given by the holders), may declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Main Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes, including for purposes of a Wilpinjong Mandatory Offer, and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Issuers and the Wilpinjong Credit Parties to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The Borrower agrees premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure, sale or collection of Collateral or by any other means, or in connection with the restructuring, reorganization or compromise of the obligations by a plan of reorganization or otherwise. IN THE INDENTURE, THE ISSUERS, AND TO THE EXTENT APPLICABLE, THE WILPINJONG CREDIT PARTIES IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and acknowledges if applicable, the Wilpinjong Credit Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if applicable, the Wilpinjong Credit Parties expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Redemption Price Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Main Issuer and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, 173 in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the decision Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Lender notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be final automatically stayed and binding on the cure period with respect to any questions or issues on point in respect Event of happening/non-happening Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Following are Notwithstanding anything in the consequences upon occurrence preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default: Default under clause (i7) Notwithstanding anything contrary contained as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Financing DocumentsIndenture, upon happening shall have no duty to inquire as to or investigate the accuracy of any Event Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Main Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of Default, Lender, a majority in principal amount of the outstanding notes by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Main Issuer and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;consequences if:

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of DefaultDefaults, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Interest and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice declaration the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date Due Dates and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation be entitled to communicate, in any manner it may deem fit, to or with any person(s) Person or Persons with a view to receiving assistance of such person(s) Person or Persons in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Termsterms of the Agreement, the Lender or its representatives including assignees Assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents Agreement without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender; (v) Lender or ECS mandate/PDC has bounced shall have a right to appoint nominee director(s) on its presentation to the Specified Accountboard of the Borrower, as applicable;

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of (a) If an Event of DefaultDefault specified in subsections (a) through (j) of Section 7.01 hereof, or in subsections (k) and (l) with respect to a Significant Subsidiary, shall occur and be continuing or shall exist, then, in addition to all other rights and remedies which any Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Lenders shall be under no further obligation to make Loans hereunder and the LC Issuer shall be under no further obligation to Issue Letters of Credit hereunder, and the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, from time to time do any or all of the following: (i) Notwithstanding anything contrary contained in Declare the Financing DocumentsCommitments terminated, upon happening of whereupon the Commitments will terminate and any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may fees hereunder shall be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become immediately due and payable forthwithwithout presentment, demand, protest or further notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue. Further(ii) Declare the unpaid principal amount of the Loans, interest accrued thereon and all other Obligations to be immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby waived, and an action therefor shall immediately accrue and demand the Borrower immediately to Cash Collateralize the full amount then available for drawing under any and all outstanding Letters of Credit. (b) If an Event of Default specified in subsection (k) or (1) of Section 7.01 hereof shall occur or exist with respect to the Borrower, then, in addition to all other rights and remedies which any Agent or any Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, the Default Interest Commitments 60 69 shall automatically terminate and the Lenders shall be under no further obligation to make Loans and the LC Issuer shall be borne by under no further obligation to Issue Letters of Credit, and the unpaid principal amount of the Loans, interest accrued thereon and all other Obligations shall become immediately due and payable and the Borrower shall be computed from immediately Cash Collateralize the respective EMI Payment Date full amount then available for drawing under all outstanding Letters of Credit, without presentment, demand, protest or notice of any kind, all of which are hereby waived, and an action therefor shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;immediately accrue. ARTICLE VIII

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of DefaultDefaults, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Interest and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice declaration the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date Due Dates and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation be entitled to communicate, in any manner it may deem fit, to or with any person(s) Person or Persons with a view to receiving assistance of such person(s) Person or Persons in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Termsterms of the Agreement, the Lender or its representatives including assignees Assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents Agreement without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender; (v) The Lender or ECS mandate/PDC has bounced on shall have a right to exercise its presentation right available under the Applicable Laws including but not limited to the Specified Account;IBC, DRT.

Consequences of an Event of Default. 8.1 The Borrower agrees If an Event of Default shall occur and acknowledges that be continuing, so long as such Event of Default has not been cured or waived, either the decision Trustee or the Holders of Certificates evidencing not less than 51% of the Lender Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders) may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 18.03; and, without limitation, the Trustee shall be final hereby authorized and binding empowered to execute and deliver, on any questions or issues on point in respect of happening/non-happening behalf of the Event predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of Defaultsuch notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. Following are The predecessor Servicer shall cooperate with the consequences Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have been deposited by the predecessor Servicer, in the Accounts or the Reserve Fund or thereafter received with respect to the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including servicer conversion costs and attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the initial Trustee, the initial Servicer) upon presentation of reasonable documentation of such costs and expenses. Upon receipt of notice of the occurrence of an Event of Default: (i) Notwithstanding anything contrary contained in , the Financing Documents, upon happening of any Event of Default, Lender, by a written Trustee shall give notice thereof to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;Rating Agencies.

Consequences of an Event of Default. 8.1 If an Event of Default, other than a bankruptcy default with respect to the Company occurs and is continuing under the indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Company (and to the Trustee if the notice is given by the holders), may declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Company, the principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Company and the Guarantors to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The Borrower agrees premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. IN THE INDENTURE, THE COMPANY WILL, AND TO THE EXTENT APPLICABLE, THE GUARANTORS IN ANY APPLICABLE SUPPLEMENTAL INDENTURE WILL, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Company and acknowledges if applicable, the Guarantors will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Company shall be estopped from claiming differently than as agreed to in this paragraph. The Company and if applicable, the Guarantors expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Company and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Company determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the decision Company has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Lender notes, the Company provides to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be final automatically stayed and binding on the cure period with respect to any questions or issues on point in respect Event of happening/non-happening Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Following are Notwithstanding anything in the consequences upon occurrence preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default: Default under clause (i7) Notwithstanding anything contrary contained as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Financing DocumentsIndenture, upon happening shall have no duty to inquire as to or investigate the accuracy of any Event Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Company, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of Default, Lender, a majority in principal amount of the outstanding notes by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Company and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;consequences if:

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the voting interests of the Class A Certificates, the Class B Certificates and the Class C Certificates, voting together as a single class (but excluding for purposes of such calculation and action all Certificates held by the Seller, the Servicer or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have right but no obligation to communicatebeen deposited by the predecessor Servicer, in any manner it may deem fit, the Accounts or the Reserve Fund or thereafter received with respect to or the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with any person(s) with a view transferring the Receivable Files to receiving assistance the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such person(s) in recovering costs and expenses. Notwithstanding the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned foregoing, in the Sanction Letter event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;immediately preceding sentence.

Consequences of an Event of Default. 8.1 If an Event of Default, other than a bankruptcy default with respect to any Issuer, occurs and is continuing under the indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the notes then outstanding, by written notice to the Main Issuer (and to the Trustee if the notice is given by the holders), may declare the principal of and accrued interest on the notes to be immediately due and payable. Upon a declaration of acceleration, such principal and accrued interest will become immediately due and payable. If a bankruptcy default occurs with respect to the Main Issuer, Co-Issuer or any other Subsidiary that is a Significant Subsidiary, the principal of and accrued interest on the notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any holder. Without limiting the generality of the foregoing, it is understood and agreed that if the notes are accelerated or otherwise become due prior to their stated maturity, in each case, as a result of an Event of Default (including, without limitation, an Event of Default under clause (7) of the definition thereof (including the acceleration of any portion of the notes by operation of law)), the greater of (i) the Applicable Premium and (ii) the amount by which the applicable redemption price set forth in the table under “—Optional Redemption” exceeds the principal amount of the notes (the “Redemption Price Premium”), as applicable, with respect to an optional redemption of the notes shall also be due and payable as though the notes had been optionally redeemed on the date of such acceleration and shall constitute part of the Obligations with respect to the notes in view of the impracticability and difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each holder’s lost profits as a result thereof. If the Redemption Price Premium becomes due and payable, it shall be deemed to be principal of the notes, including for purposes of a Wilpinjong Mandatory Offer, and interest shall accrue on the full principal amount of the notes (including the Redemption Price Premium) from and after the applicable triggering event, including in connection with an Event of Default specified under clause (7) of the definition thereof. Any Redemption Price Premium payable above shall be presumed to be liquidated damages sustained by each holder as the result of the acceleration of the notes and the Issuers and the Wilpinjong Credit Parties to the extent they provide guarantees for the notes pursuant to “—Guarantees” agree that it is reasonable under the circumstances currently existing. The Borrower agrees premium shall also be payable in the event the notes or the Indenture are satisfied, released or discharged through foreclosure, whether by judicial proceeding, deed in lieu of foreclosure or by any other means. IN THE INDENTURE, THE ISSUERS, AND TO THE EXTENT APPLICABLE, THE WILPINJONG CREDIT PARTIES IN ANY APPLICABLE SUPPLEMENTAL INDENTURE, EXPRESSLY WAIVE (TO THE FULLEST EXTENT THEY MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuers and acknowledges if applicable, the Wilpinjong Credit Parties will expressly agree (to the fullest extent they may lawfully do so) that: (A) the Redemption Price Premium is reasonable and is the product of an arm’s length transaction between sophisticated business entities ably represented by counsel; (B) the Redemption Price Premium shall be payable notwithstanding the then prevailing market rates at the time acceleration occurs; (C) there has been a course of conduct between holders and the Issuer giving specific consideration in this transaction for such agreement to pay the Redemption Price Premium; and (D) the Issuers shall be estopped from claiming differently than as agreed to in this paragraph. The Issuers and if applicable, the Wilpinjong Credit Parties expressly acknowledge that their agreement to pay the Redemption Price Premium to holders as herein described was a material inducement to investors to acquire the notes. Notwithstanding anything in the preceding paragraph to the contrary, in the event the Wilpinjong Mandatory Offer is consummated, no Applicable Premium shall be due and payable with respect to any notes tendered and exchanged pursuant to the Wilpinjong Mandatory Offer. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default, notice of acceleration or take any other action (a “Noteholder Direction”) provided by any one or more holders (each a “Directing Holder”) must be accompanied by a written representation from each such holder delivered to the Main Issuer and the Trustee that such holder is not (or, in the case such holder is DTC or its nominee, that such holder is being instructed solely by beneficial owners that are not) Net Short (a “Position Representation”), which representation, in the case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise ceases to exist or the notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder Direction, to covenant to provide the Main Issuer with such other information as the Main Issuer may reasonably request from time to time in order to verify the accuracy of such noteholder’s Position Representation within five business days of request therefor (a “Verification Covenant”). In any case in which the holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner of the notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the notes, the Main Issuer determines in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, 173 in breach of its Position Representation and provides to the Trustee an Officer’s Certificate stating that the decision Main Issuer has initiated litigation with a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Lender notes, the Issuers provide to the Trustee an Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be final automatically stayed and binding on the cure period with respect to any questions or issues on point in respect Event of happening/non-happening Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such holder’s participation in such Noteholder Direction being disregarded; and, if, without the participation of such holder, the percentage of notes held by the remaining holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, any acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Following are Notwithstanding anything in the consequences upon occurrence preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee in connection with a Default under clauses (3), (4), (5), (6) or (9) during the pendency of an Event of Default: Default under clause (i7) Notwithstanding anything contrary contained as a result of a bankruptcy or similar proceeding shall not require compliance with the two immediately preceding paragraphs. For the avoidance of doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with the Financing DocumentsIndenture, upon happening shall have no duty to inquire as to or investigate the accuracy of any Event Position Representation, enforce compliance with any Verification Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments or otherwise. The Trustee shall have no liability to the Main Issuer, any holder or any other Person in acting in good faith on a Noteholder Direction. The holders of Default, Lender, a majority in principal amount of the outstanding notes by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges Main Issuer and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall have right but no obligation to communicate, in any manner it may deem fit, to or with any person(s) with a view to receiving assistance of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned in the Sanction Letter in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or Trustee may waive all past defaults and rescind and annul a declaration of acceleration and its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;consequences if:

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, so long as such Event of Default has not been cured or waived, either the Trustee or the Holders of Certificates evidencing not less than 51% of the voting interests of the Class A Certificates and the Class B Certificates, voting together as a single class (but excluding for purposes of such calculation and action all Certificates held by the Seller, the Servicer or any of their affiliates), by notice then given in writing to the Servicer (and to the Trustee if given by Certificateholders), may terminate all of the rights and obligations of the Servicer under this Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under this Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee pursuant to and under this Section or such Successor Servicer as may be appointed under Section 8.03; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under this Agreement, including, without limitation, the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, or have right but no obligation to communicatebeen deposited by the predecessor Servicer, in any manner it may deem fit, the Accounts or the Reserve Fund or thereafter received with respect to or the Receivables and all Payments Ahead that shall at that time be held by the predecessor Servicer. All reasonable costs and expenses (including attorneys' fees) incurred in connection with any person(s) with a view transferring the Receivable Files to receiving assistance the Successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such person(s) in recovering costs and expenses. Notwithstanding the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned foregoing, in the Sanction Letter event the predecessor Servicer is the Trustee, the original Servicer hereunder shall reimburse the Trustee for all reasonable costs and expenses as described in the manner as it deems fit; (iv) In addition to the rights specified in this Terms, the Lender or its representatives including assignees shall be entitled to take all or any action with or without intervention of the courts to recover all the dues payable by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data to the Lender or ECS mandate/PDC has bounced on its presentation to the Specified Account;immediately preceding sentence.

Consequences of an Event of Default. 8.1 The Borrower agrees and acknowledges that the decision of the Lender shall be final and binding on any questions or issues on point in respect of happening/non-happening of the Event of Default. Following are the consequences upon occurrence of If an Event of Default: (i) Notwithstanding anything contrary contained in the Financing Documents, upon happening of any Event of Default, Lender, by a written notice to the Borrower may declare the Outstanding Obligations and/or any other amounts including Interest, bouncing charges and Default Interest which may be payable by the Borrower under or in terms of the Financing Documents and/or any other agreements, documents subsisting between the Borrower and the Lender, to be due and upon such notice the same shall become due and payable forthwith. Further, the Default Interest to be borne by the Borrower shall be computed from the respective EMI Payment Date and shall be compounded on monthly basis; (ii) the Lender upon happening of Event of Default shall occur and be continuing, the Indenture Trustee at the direction of the Majority Securityholders, by notice given in writing to the Master Servicer may terminate all of the rights and obligations of the Master Servicer under this Agreement. On or after the receipt by the Master Servicer of such written notice, and the appointment of and acceptance by a successor Master Servicer, all authority, power, obligations and responsibilities of the Master Servicer under this Agreement, whether with respect to the Securities or the Trust or otherwise, shall pass to, be vested in and become obligations and responsibilities of the successor Master Servicer; provided, however, that the successor Master Servicer shall have right but no liability with respect to any obligation which was required to communicatebe performed by the prior Master Servicer prior to the date that the successor Master Servicer becomes the Master Servicer or any claim of a third party based on any alleged action or inaction of the prior Master Servicer. The successor Master Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the prior Master Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The prior Master Servicer agrees to cooperate with the successor Master Servicer in effecting the termination of the responsibilities and rights of the prior Master Servicer under this Agreement, including, without limitation, the transfer to the successor Master Servicer for administration by it of all cash amounts that shall at the time be held by the prior Master Servicer for deposit, or have been deposited by the prior Master Servicer, in any manner it may deem fit, the Collection Account or thereafter received with respect to or with any person(s) with a view the Home Loans and the delivery to receiving assistance the successor Master Servicer of such person(s) in recovering the defaulted amounts including but not limited to visiting the office /residence of the Borrower and/or any place of work of the Borrower; (iii) The Lender shall have the right to modify the Repayment Schedule as mentioned all Home Loan Files in the Sanction Letter Master Servicer's possession and a computer tape in readable form containing the manner as it deems fit; (iv) Servicing Record and any other information necessary to enable the successor Master Servicer to service the Home Loans. In addition to any other amounts that are then payable to the rights specified in terminated Master Servicer under this TermsAgreement, the Lender or its representatives including assignees terminated Master Servicer shall then be entitled to take all or any action with or without intervention receive (to the extent provided by Section 4.09) out of the courts Collected Amount, reimbursements for any outstanding Interest Advances made during the period prior to recover all the dues payable notice pursuant to this Section 8.02 which terminates the obligation and rights of the terminated Master Servicer under this Agreement. The Indenture Trustee and the successor Master Servicer may set off and deduct any amounts owed by the Borrower under the Financing Documents without limited to initiate civil or criminal proceeding including action under Negotiable Instruments Act, 1881 and/or Payment and Settlement Systems Act 2007 or terminated Master Servicer from any other appropriate actions against the Borrower, if Lender at its sole discretion has sufficient grounds to believe that the Borrower has made any misrepresentations and /or submitted any forged documents or fabricated data amounts payable to the Lender or ECS mandate/PDC has bounced on its presentation terminated Master Servicer. The terminated Master Servicer shall grant the Indenture Trustee, and the successor Master Servicer reasonable access to the Specified Account;terminated Master Servicer's premises at the terminated Master Servicer's expense.