Common use of Consequences of Event of Default Clause in Contracts

Consequences of Event of Default. 7.2.1 If an Event of Default occurs, Lender may, by notice to Borrower, declare the unpaid principal amount of the Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if an Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default occursspecified in Section 2.4(g) or Section 2.4(h) with respect to the Company or any of its Subsidiaries occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the outstanding principal of this Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents to be immediately due and payable and the same shall thereupon will become and will automatically be immediately due and payable without presentmentany action on the part of the Holder. (b) Subsection (a) above, demandhowever, protest is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other notice than the nonpayment of any kindthe principal on this Note that will have become due solely by such acceleration, all of which are hereby expressly will have been cured or waived, then and an action therefor shall immediately accrue. 7.2.2 In additionin every such case the Holder, if an by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default occurs, Lender shall arising therefrom will be deemed to have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies been cured for every purpose of Lender (i) shall be cumulative and concurrentthis Note; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in but no event be construed as a such waiver or release thereof rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electright consequent thereon.

Consequences of Event of Default. 7.2.1 (a) Upon the occurrence of an Event of Default, the Company shall promptly deliver written notice thereof to the Holder. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(h) or Section 2.4(i) with respect to the Company or any of its Significant Subsidiaries), unless the principal of the Note shall have already become due and payable, the Holder may by notice in writing to the Company, declare 100% of the outstanding principal of, and accrued and unpaid interest on, the Note to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default occursspecified in Section 2.4(h) or Section 2.4(i) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the Note outstanding principal of, and accrued and unpaid interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under on, the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and shall automatically be immediately due and payable without presentmentany action on the part of the Holder. (b) Subsection (a) above, demandhowever, protest is subject to the conditions that if, at any time after the outstanding principal of the Note shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of the Note that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under the Note, other notice than the nonpayment of any kindthe principal of and accrued and unpaid interest on the Note that shall have become due solely by such acceleration, all of which are hereby expressly shall have been cured or waived, then and an action therefor in every such case the Holder, by written notice to the Company, may waive all default or Events of Default with respect to the Note and rescind and annul such declaration and its consequences and such default shall immediately accrue. 7.2.2 In additioncease to exist, if an and any Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) arising therefrom shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion deemed to have been cured for every purpose of the Collateral, at the sole discretion of LenderNote; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in but no event be construed as a such waiver or release thereof rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electright consequent thereon.

Consequences of Event of Default. 7.2.1 (a) If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(i) or Section 2.4(j)), unless the principal of the Note shall have already become due and payable, the Holder may by notice in writing to the Company, declare 100% of the outstanding principal of, and accrued and unpaid interest on, the Note to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default occursspecified in Section 2.4(i) or Section 2.4(j) occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the Note outstanding principal of, and accrued and unpaid interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under on, the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and shall automatically be immediately due and payable without presentmentany action on the part of the Holder. (b) Subsection (a), demandhowever, protest is subject to the conditions that if, at any time after the outstanding principal of the Note shall have been so declared due and payable, and before any arbitral award for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of the Note that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any such arbitral award and (2) any and all existing Events of Default under the Note, other notice than the nonpayment of any kindthe principal of and accrued and unpaid interest on the Note that shall have become due solely by such acceleration, all of which are hereby expressly shall have been cured or waived, then and an action therefor in every such case the Holder, by written notice to the Company, may waive all Default or Events of Default with respect to the Note and rescind and annul such declaration and its consequences and such Default shall immediately accrue. 7.2.2 In additioncease to exist, if an and any Event of Default occursarising therefrom shall be deemed to have been cured for every purpose of the Note; but no such waiver or rescission and annulment shall extend to or shall affect any subsequent Default or Event of Default, Lender or shall have all rights impair any right consequent thereon. Notwithstanding anything to the contrary herein, no such waiver or rescission and remedies granted herein and in the other Loan Documents and all rights annulment shall extend to or remedies available at law (including, without limitation, the UCC) shall affect any Default or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies Event of Lender Default resulting from (i) shall be cumulative the nonpayment of the principal of, or accrued and concurrent; unpaid interest on, any Note or (ii) a failure to pay or deliver, as the case may be pursued separatelybe, successively or concurrently against Borrower or against all or any portion the consideration due upon conversion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electNote.

Consequences of Event of Default. 7.2.1 (a) Upon the occurrence of an Event of Default, the Company shall promptly deliver written notice thereof to the Holder. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(i) or Section 2.4(j) with respect to the Company or any of its Significant Subsidiaries), unless the principal of all of the Notes shall have already become due and payable, the Trustee may by notice in writing to the Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding may by notice in writing to the Company and to the Trustee may, and the Trustee at the request of such Holders accompanied by security and/or indemnity reasonably satisfactory to the Trustee shall, declare 100% of the outstanding principal of, and accrued and unpaid interest on, the Notes to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default occursspecified in Section 2.4(i) or Section 2.4(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the Note outstanding principal of, and accrued and unpaid interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under on, the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and shall automatically be immediately due and payable without presentmentany action on the part of the Holder. (b) Subsection (a) above, demandhowever, protest is subject to the conditions that if, at any time after the outstanding principal of the Note shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of the Note that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under the Indenture, other notice than the nonpayment of any kindthe principal of and accrued and unpaid interest on the Note that shall have become due solely by such acceleration, all of which are hereby expressly shall have been cured or waived, then and an action therefor in every such case the Holder, by written notice to the Company, may waive all default or Events of Default with respect to the Note and rescind and annul such declaration and its consequences and such default shall immediately accrue. 7.2.2 In additioncease to exist, if an and any Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) arising therefrom shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion deemed to have been cured for every purpose of the Collateral, at the sole discretion of LenderNote; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in but no event be construed as a such waiver or release thereof rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electright consequent thereon.

Consequences of Event of Default. 7.2.1 If 12.1. Upon the occurrence of an Event of Default, the Bank may, without prejudice to any rights it may have, take one or more of the following actions including but not limited to: a) declare all amounts payable by the Borrower with respect to the Facilities to be due and payable immediately; b) declare that the obligations of the Bank to make any further advances under the Facilities (if the disbursement is in more than one instalment or if the disbursement has not yet been made) shall be suspended or cancelled; c) sue for creditors’ process and/or exercise rights with respect to the Security in accordance with the Transaction Documents, including enforcement of the Security; d) demand the Borrower to furnish cash collateral in respect of all or part of the Facilities, irrespective of it being devolved or not; e) exercise such other rights as may be available to the Bank under the Transaction Documents, any other contracts or agreements or under law or in equity or otherwise. 12.2. Upon the happening of an Event of Default occursand/or continuance thereof, Lender maythe Bank shall have the absolute right to convert the entire Facilities and/or the unpaid interest and/or all other monies payable by the Borrower to the Bank (“Obligations”), by notice to in part or in full, in one or more tranches, into fully paid-up equity shares of the Borrower, declare at par and/or at book value and/or at fair value and/or at market value, whichever is lower, in conformity with the unpaid principal applicable laws, (“the Conversion Right”) in the manner specified in a notice in writing to be given by the Bank to the Borrower ("the Notice of Conversion") and in accordance with the following conditions: A. the Bank shall in the Notice of Conversion stipulate the amount which it intends to convert in equity as also the date on which such conversion shall take place (the "Date of Conversion"); B. on receipt of the Notice of Conversion, the Borrower shall, within the timelines provided in the Notice of Conversion, issue and allot the requisite number of fully paid-up equity shares to the Bank in relation to the amounts so converted (“Equity Shares”) in dematerialized form into the de-mat account maintained by the Bank, as indicated in the Notice of Conversion; C. the amounts so converted shall cease to carry interest as from the Date of Conversion and the amount of the Note Obligations shall stand correspondingly reduced; D. the Equity Shares shall carry, from the Date of Conversion, the right to receive proportionately the dividends and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder distributions declared or under the Note or the Loan Documents to be immediately due declared in respect of the equity share capital of the Borrower and payable the Equity Shares shall rank pari- passu with the existing equity shares of the Borrower in all respects. The Borrower undertakes to maintain sufficient room or increase its authorized share capital from time to time, as may be required by the Bank in this respect to enable smooth and time bound conversion of debt to equity, at all times; E. in case of listed companies, in the event that the Bank exercises the Conversion Right as aforesaid, the Borrower shall at its cost, and within the timelines provided in the Notice of Conversion get the Equity Shares listed with such stock exchanges where the said shares are usually traded; F. The Conversion Right may be exercised by the Bank on one or more occasions during the currency of the Facilities at its sole and absolute discretion; G. The Borrower shall make suitable modifications to its constitutional documents to facilitate the aforesaid Conversion Right, in a seamless manner. 12.3. The Borrower shall ensure that all requisite corporate approvals/ authorizations including but not limited to the approvals from the shareholders are duly obtained for giving effect to the aforesaid Conversion Right available to the Bank and the same is in conformity with the constitutional documents of the Borrower. Failure to obtain the requisite approvals as mentioned above shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice amount to an event of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accruedefault under the Transaction Documents. 7.2.2 In addition12.4. Notwithstanding anything to the contrary contained in this Agreement, if an Event in the event of Default occursformation of a joint lenders forum in terms of the Distressed Assets Framework (RBI’s Framework for Revitalising Distressed Assets in the Economy dated 26 February 2014 read with the Strategic Debt Restructuring Scheme issued by the RBI on 8 June 2015 as amended or modified or replaced from time to time by any rules, Lender regulations, notifications, circulars, press notes or orders by the RBI in this regard or any other Government Authority in this regard), the Bank shall have an unqualified right, to take all rights and remedies granted herein and such actions as may be prescribed in the other Loan Documents and all rights or remedies available Distressed Assets Framework, to convert the Obligations into paid-up equity share capital of the Borrower at law (includingany time until the currency of the Facilities, without limitation, in accordance with the UCC) or equity, whether as a secured party or otherwise (including specifically those granted provisions of the applicable laws. The Borrower shall in accordance with the scheme formulated by the Uniform Commercial Code Bank and other lenders for such conversion in terms of the Distressed Assets Framework, create, offer, issue and allot in one or more tranches, such number of fully paid-up equity shares of the Borrower as in effect may be prescribed in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electscheme.

Consequences of Event of Default. 7.2.1 8.2.1. EVENTS OF DEFAULT OTHER THAN BANKRUPTCY, INSOLVENCY OR REORGANIZATION PROCEEDINGS. If an Event of Default occursspecified under Sections 8.1.1 through 8.1.12 shall occur and be continuing, Lender the Lenders and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Administrative Agent, with the written consent of the Required Lenders may, and upon the written request of the Required Lenders, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any - 84 - unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if an Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may require the Borrower to, and the Borrower shall thereupon, deposit in an interest-bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be pursued separatelydrawn on all outstanding Letters of Credit, successively or concurrently against and the Borrower or against hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all or any portion such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the CollateralRequired Lenders, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor Administrative Agent shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort return such cash collateral to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.Borrower; and

Consequences of Event of Default. 7.2.1 If 12.1. Upon the occurrence of an Event of Default, the Bank may, without prejudice to any rights it may have, take one or more of the following actions including but not limited to: a) declare all amounts payable by the Borrower with respect to the Facilities to be due and payable immediately; b) declare that the obligations of the Bank to make any further advances under the Facilities (if the disbursement is in more than one installment or if the disbursement has not yet been made) shall be suspended or cancelled; c) sue for creditors’ process and/or exercise rights with respect to the Security in accordance with the Transaction Documents, including enforcement of the Security; d) demand the Borrower to furnish cash collateral in respect of all or part of the Facilities , irrespective of it being devolved or not; e) exercise such other rights as may be available to the Bank under the Transaction Documents, any other contracts or agreements or under law or in equity or otherwise. 12.2. Upon the happening of an Event of Default occursand/or continuance thereof, Lender maythe Bank shall have the absolute right to convert the entire Facilities and/or the unpaid interest and/or all other monies payable by the Borrower to the Bank (“Obligations”), by notice to in part or in full, in one or more tranches, into fully paid-up equity shares of the Borrower, declare at par and/or at book value and/or at fair value and/or at market value, whichever is lower, in conformity with the unpaid principal applicable laws, (“the Conversion Right”) in the manner specified in a notice in writing to be given by the Bank to the Borrower ("the Notice of Conversion") and in accordance with the following conditions: A. the Bank shall in the Notice of Conversion stipulate the amount which it intends to convert in equity as also the date on which such conversion shall take place (the "Date of Conversion"); B. on receipt of the Notice of Conversion, the Borrower shall, within the timelines provided in the Notice of Conversion, issue and allot the requisite number of fully paid-up equity shares to the Bank in relation to the amounts so converted (“Equity Shares”) in dematerialized form into the demat account maintained by the Bank, as indicated in the Notice of Conversion; C. the amounts so converted shall cease to carry interest as from the Date of Conversion and the amount of the Note Obligations shall stand correspondingly reduced; D. the Equity Shares shall carry, from the Date of Conversion, the right to receive proportionately the dividends and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder distributions declared or under the Note or the Loan Documents to be immediately due declared in respect of the equity share capital of the Borrower and payable the Equity Shares shall rank pari passu with the existing equity shares of the Borrower in all respects. The Borrower undertakes to maintain sufficient room or increase its authorized share capital from time to time, as may be required by the Bank in this respect to enable smooth and time bound conversion of debt to equity, at all times; E. in case of listed companies, in the event that the Bank exercises the Conversion Right as aforesaid, the Borrower shall at its cost, and within the timelines provided in the Notice of Conversion get the Equity Shares listed with such stock exchanges where the said shares are usually traded; F. The Conversion Right may be exercised by the Bank on one or more occasions during the currency of the Facilities at its sole and absolute discretion; G. The Borrower shall make suitable modifications to its constitutional documents to facilitate the aforesaid Conversion Right, in a seamless manner. 12.3. The Borrower shall ensure that all requisite corporate approvals/ authorizations including but not limited to the approvals from the shareholders are duly obtained for giving effect to the aforesaid Conversion Right available to the Bank and the same is in conformity with the constitutional documents of the Borrower. Failure to obtain the requisite approvals as mentioned above shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice amount to an event of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accruedefault under the Transaction Documents. 7.2.2 In addition12.4. Notwithstanding anything to the contrary contained in this Agreement, if an Event in the event of Default occursformation of a joint lenders forum in terms of the Distressed Assets Framework (RBI’s Framework for Revitalising Distressed Assets in the Economy dated 26 February 2014 read with the Strategic Debt Restructuring Scheme issued by the RBI on 8 June 2015 as amended or modified or replaced from time to time by any rules, Lender regulations, notifications, circulars, press notes or orders by the RBI in this regard or any other Government Authority in this regard), the Bank shall have an unqualified right, to take all rights and remedies granted herein and such actions as may be prescribed in the other Loan Documents and all rights or remedies available Distressed Assets Framework, to convert the Obligations into paid-up equity share capital of the Borrower at law (includingany time until the currency of the Facilities, without limitation, in accordance with the UCC) or equity, whether as a secured party or otherwise (including specifically those granted provisions of the applicable laws. The Borrower shall in accordance with the scheme formulated by the Uniform Commercial Code Bank and other lenders for such conversion in terms of the Distressed Assets Framework, create, offer, issue and allot in one or more tranches, such number of fully paid-up equity shares of the Borrower as in effect may be prescribed in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electscheme.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (g) of Section 91 shall occur and be continuing, Lender mayno Bank shall have any further obligation to make Loans hereunder and the Agent, upon the request of the Required Banks, shall by written notice to Borrowerthe Borrower take any or all of the following actions: (i) terminate the Commitments, (ii) declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness (including the stated amount of all outstanding Letters of Credit of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an action therefor amount equal to the 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 Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (x) the curing of all existing Events of Default to the satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, (b) if an Event of Default occursspecified under subsections (h) or (i) of Section 91 shall occur, Lender the Banks shall have no further obligation to make Loans hereunder, the Commitments shall without any further action terminate and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 1014 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) In case an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 92, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become -- ----- due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and (e) From and after the date on which the Agent has taken any action pursuant to this Section 92 and until all obligations of the Borrower have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for out-of- pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to an Event of Default by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents and advances made to cure defaults under the Subordinated Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 52; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified in any of items (a) through (l) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, Lender the Lenders shall be under no further obligation to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders, the Agent and liabilities of Borrower the L/C Issuer hereunder or and under the Note or the other Loan Documents to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and (b) If any Event of Default specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and an action therefor the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately accrue.due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the sixty (60) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and 7.2.2 In addition, if (c) If an Event of Default occursshall occur and be continuing, Lender any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document, any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Lender, the Agent or remedies available at law (the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or equitythe L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document, whether as or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Lender, the Agent or the L/C Issuer; and (d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer and the Lenders shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by creditor under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon- exclusive, successively or concurrently against Borrower or against all or any portion to the extent permitted by Law. The Agent may, and upon the request of the CollateralRequired Lenders shall, at exercise all post-default rights granted to the sole discretion Agent, the L/C Issuer and the Lenders under the Loan Documents or applicable Law; and (e) Upon the occurrence of Lender; any Event of Default described in the foregoing Sections 8.01(m) or (iiin) may be exercised as often as occasion therefor shall arise, it being agreed or upon the declaration by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or Required Lenders of any other rightEvent of Default and the termination of the Revolving Credit Commitments, remedy the obligation of the L/C Issuer to issue or recourse; and (iv) are intended amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to beany beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort an amount equal to the rightsmaximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, remedies or shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and recourses set forth herein payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.18(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any other security therefor drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such order amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and manner as Lender may electsecond, to the payment of any excess, to the Borrower.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the 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 Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (p) or (q) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other fund held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAdministrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -- ----- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (iior shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law. (g) Following the occurrence and continuance of an Event of Default, the Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may be pursued separatelyrequest in connection with the obtaining of any consent, successively approval, registration, qualification, permit, license, accreditation, or concurrently against authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees that in the event the Administrative Agent or against all the Collateral Agent on behalf of the Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any portion other action in connection with any of the Collateral, at the sole discretion of Lender; Borrower shall execute and deliver (iiior cause to be executed and delivered) may be exercised as often as occasion therefor shall ariseall applications, it being agreed by Borrower certificates, assignments, and other documents that the exercise or failure Administrative Agent requests to exercise any rights or remedies facilitate such actions and shall in no event be construed as a waiver or release thereof or of any other rightotherwise promptly, remedy or recourse; and (iv) are intended to befully, and shall be, nonexclusive. To diligently cooperate with the fullest extent permitted by applicable Law, Lender may resort to Administrative Agent or the rights, remedies and recourses set forth herein Collateral Agent and any other security therefor necessary persons in making any application for the prior consent or approval of any Official Body or any other person to the exercise by the Administrative Agent or the Collateral Agent on behalf of the Banks of any of such order rights relating to all or any of the Collateral. Furthermore, because the Borrower agrees that the remedies at law, of the agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and manner as Lender may elect.of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in damages, the Borrower agrees that the covenants of Sections 8.01(f) and 9.02

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.,; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (p) or (q) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other fund held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAdministrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon- exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law. (g) Following the occurrence and continuance of an Event of Default, Lender the Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may resort to the rights, remedies and recourses set forth herein and any other security therefor request in such order and manner as Lender may elect.connection with the

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified in any of items (a) through (l) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, Lender the Lenders shall be under no further obligation to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders, the Agent and liabilities of Borrower the L/C Issuer hereunder or and under the Note or the other Loan Documents to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and (b) If any Event of Default specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and an action therefor the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately accrue.due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and 7.2.2 In addition, if (c) If an Event of Default occursshall occur and be continuing, any Lender to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender and any branch, subsidiary or affiliate of such Lender anywhere in the world shall each have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Revolving Credit Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document, any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Lender or remedies available at law (by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Lender or equitysuch branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender or the Agent shall have made any demand under this Agreement or any other Loan Document, whether as or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Lender or the Agent; and (d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent and the Lenders shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by creditor under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion to the extent permitted by Law. The Agent may, and upon the request of the CollateralRequired Lenders shall, at exercise all post-default rights granted to the sole discretion Agent and the Lenders under the Loan Documents or applicable Law. (e) Upon the occurrence of Lender; any Event of Default described in the foregoing Sections 8.01(m) or (iiin) may be exercised as often as occasion therefor shall arise, it being agreed or upon the declaration by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or Required Lenders of any other rightEvent of Default and the termination of the Revolving Credit Commitments, remedy the obligation of the L/C Issuer to issue or recourse; and (iv) are intended amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to beany beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort an amount equal to the rightsmaximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, remedies or shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and recourses set forth herein payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participation in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any other security therefor drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such order amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and manner as Lender may electsecond, to the payment of any excess, to the Borrower.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified in any of items (a) through (k) or item (n) or (o) of Section 8.01 shall occur and be continuing, Lender the Lenders shall be under no further obligation to make Loans hereunder, the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder and the Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders, the Agent and liabilities of Borrower hereunder or under the Note or the Loan Documents Issuing Bank to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the Issuing Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and (b) If any Event of Default specified in item (l) or (m) of Section 8.01 shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and an action therefor the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the Issuing Bank and under the other Loan Documents shall be immediately accrue.due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the sixty (60) day period referred to in item (l) the Lenders shall be under no further obligation to make Loans and the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit; and 7.2.2 In addition, if (c) If an Event of Default occursshall occur and be continuing, Lender any Lender, the Agent or the Issuing Bank to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, and any branch, subsidiary or affiliate of such Lender, Agent or Issuing Bank anywhere in the world shall each have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document, any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Lender, the Agent or remedies available at law (the Issuing Bank or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or equitythe Issuing Bank or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the Issuing Bank shall have made any demand under this Agreement or any other Loan Document, whether as or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Lender, the Agent or the Issuing Bank; and (d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the Issuing Bank and the Lenders shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by creditor under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion to the extent permitted by Law. The Agent may, and upon the request of the CollateralRequired Lenders shall, at exercise all post-default rights granted to the sole discretion Agent, the Issuing Bank and the Lenders under the Loan Documents or applicable Law; and (e) Upon the occurrence of Lender; any Event of Default described in the foregoing Sections 8.01(l) or (iiim) may be exercised as often as occasion therefor shall arise, it being agreed or upon the declaration by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or Required Lenders of any other rightEvent of Default and the termination of the Revolving Credit Commitments, remedy the obligation of the Issuing Bank to issue or recourse; and (iv) are intended amend Letters of Credit shall terminate, the Issuing Bank or the Agent may provide written demand to beany beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort an amount equal to the rightsmaximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, remedies or shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and recourses set forth herein payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing -------- shall not affect in any way the obligations of the Lenders to purchase from the Issuing Bank participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.18(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the Issuing Bank over which the Agent shall have sole dominion and control of withdrawals (the "Letter of Credit Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the Issuing Bank in the event of any other security therefor drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Letter of Credit Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such order amounts held by the Agent to reimburse the Issuing Bank for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Letter of Credit Cash Collateral Account any amounts described above is canceled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Letter of Credit Cash Collateral Account designated to reimburse the Issuing Bank for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Obligations, and manner as Lender may electsecond, to the payment of any excess, to the Borrower.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under any of clauses (a) ----------- through (g) or (j) of Section 9.01 shall occur and be continuing for ___ days, ------------------ ------------ any Lender may, by notice to Borrower, may (i) declare the unpaid principal amount all of the Note and Loans, together with interest accrued thereon thereon, plus the Applicable Premium and all other Obligations and liabilities of Borrower hereunder or and under the Note or the Loan other Operative Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable payable, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue(ii) terminate any commitment to make the Loans and terminate any commitment to advance money or extend credit to or for the benefit of Borrower pursuant to any other agreement or commitment extended by a Lender to Borrower. 7.2.2 In addition, if (b) If an Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law specified under clause (including, without limitation, the UCCh) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) of -------------------- Section 9.01 shall be cumulative occur, then upon Borrower's receipt of written notice ------------ specifying in reasonable detail the nature of the Event of Default (i) the Loans, together with interest thereon, plus the Applicable Premium and concurrent; all other liabilities of Borrower hereunder and under the other Operative Documents shall automatically become due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of Lenders' commitments hereunder to make the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein Loans and any other security therefor in commitment of Lenders to Borrower to advance money or extend credit pursuant to any other agreement or commitment shall be terminated. (c) Borrower expressly agrees that the amount due and payable upon any such order and manner acceleration or prepayment of the Loans contrary to the terms hereof shall include a Applicable Premium as Lender may electof the date of such acceleration or prepayment.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (m) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the 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 Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (n) or (o) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other funds held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAgent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law. (iig) Following the occurrence and continuance of an Event of Default, the Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Agent may be pursued separatelyrequest in connection with the obtaining of any consent, successively approval, registration, qualification, permit, license, accreditation, or concurrently against authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees that in the event the Agent on behalf of the Banks shall exercise its rights, hereunder or against all pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any portion other action in connection with any of the Collateral, the Borrower shall execute and deliver (or cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Agent and any other necessary persons in making any application for the prior consent or approval of any Official Body or any other person to the exercise by the Agent on behalf of the Banks of any of such rights relating to all or any of the Collateral. Furthermore, because the Borrower agrees that the remedies at law, of the sole discretion Agent on behalf of Lenderthe Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in damages, the Borrower agrees that the covenants of Sections 8.01(f) and 9.02(g) may be specifically enforced. (h) Upon the occurrence and continuance of an Event of Default, the Agent may request, without limiting the rights and remedies of the Agent on behalf of the Banks otherwise provided hereunder and under the other Loan Documents, that the Borrower do any of the following: (i) give the Agent on behalf of the Banks specific assignments of the accounts receivable of the Borrower and each Subsidiary after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be satisfactory to the Agent, (ii) immediately notify the Agent if any of such accounts receivable arise out of contracts with the U.S. Government or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by the Agent in order that all moneys due and to become due under such contract shall be assigned (to the extent permitted by law) to the Agent on behalf of the Banks and notice thereof given to the government under the Federal Assignment of Claims Act, if applicable, or any other applicable law or regulation; and in order to better secure the Agent on behalf of the Banks, in relation to such accounts receivable, and (iii) to the extent permitted by Law, enter into such lockbox agreements and establish such lockbox accounts as the Agent may require, with the local banks in areas in which the Borrower and its Subsidiaries may be exercised operating (in such cases, all local lockbox accounts shall be depository transfer accounts entitled "In trust for PNC Bank, National Association, as often as occasion therefor Agent") which shall arisehave agreed in writing to the Agent's requirements for the handling of such accounts and the transfer of account funds to the Agent on behalf of the Banks, it being agreed by Borrower that all at the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to beBorrower's sole expense, and shall bedirect all payments from Medicare, nonexclusive. To the fullest extent permitted by applicable LawMedicaid, Lender may resort Blue Cross and Blue Shield, private payors, health maintenance organizations, all commercial payors and all other payors due to the rightsBorrower or any Subsidiary, remedies and recourses set forth herein and any other security therefor in to such order and manner as Lender may electlockbox accounts.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (p) or (q) of Section 9.01 hereof shall occur, Lender the Banks shall have be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all rights interest accrued thereon, any unpaid fees and remedies granted herein all other Indebtedness of the Borrower to the Banks hereunder and in the thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Documents and all rights Document or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted any participant of such Bank which has agreed in writing to be bound by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.provisions of

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (m) of Section 9.1 hereof shall occur and be continuing, Lender the Agent and the Banks shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the Agent may, and upon the request of the Required Banks shall, (i) by written notice to Borrowerthe Borrowers, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrowers to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Co-Borrowers to, and the Co-Borrowers shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Co-Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall immediately accrue.return such cash collateral to the Co-Borrowers; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (n) or (o) of Section 9.1 hereof shall occur, Lender the Banks shall be under no further obligation to make Loans hereunder, and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder shall be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and the Agent may, and upon the request of the Required Banks shall, require the Co-Borrowers to provide cash collateral as set forth in Section 9.2(a)(ii); and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof, and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world, shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to Borrowers or such Loan Party, to set off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Borrowers and the other Loan Documents Parties hereunder or under any other Loan Document any debt owing to, and all rights any other funds held in any manner for the account of, the Borrowers or remedies available at law (such other Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrowers or such other Loan Party for its own account (but not including funds held in custodian or trust accounts or payroll withholding tax accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrowers or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrowers pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and (e) From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with collection of any obligations of any of the Loan Parties under any of the Loan Documents; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents (including the Mortgages, the Pledge Agreement and the Security Agreement), the Agent shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynonexclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 1.4.1. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 1.3.4 or Section 1.3.5 with respect to the Company), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default occursspecified in Section 1.3.4 or Section 1.3.5 with respect to the Company occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the outstanding principal of this Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents to be immediately due and payable and the same shall thereupon will become and will automatically be immediately due and payable without presentment, demand, protest or other notice any action on the part of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accruethe Holder. 7.2.2 In addition1.4.2. If, if at any time after the outstanding principal of this Note will have been so declared due and payable as a result of an Event of Default, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default occursunder this Note, Lender shall other than the nonpayment of the principal on this Note that will have all rights and remedies granted herein become due solely by such acceleration, will have been cured or waived, then and in every such case the other Loan Documents Holder, by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and all rights or remedies available at law (includingrescind and annul such declaration and its consequences and such default will cease to exist, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies and any Event of Lender (i) shall Default arising therefrom will be cumulative and concurrentdeemed to have been cured for every purpose of this Note; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in but no event be construed as a such waiver or release thereof rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electright consequent thereon.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified in any of items (a) through (1) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, Lender the Lenders shall be under no further obligation to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders, the Agent and liabilities of Borrower the L/C Issuer hereunder or and under the Note or the other Loan Documents to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and (b) If any Event of Default specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and an action therefor the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately accrue.due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and 7.2.2 In addition, if (c) If an Event of Default occursshall occur and be continuing, Lender any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document, any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Lender, the Agent or remedies available at law (the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or equitythe L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document, whether as or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Lender, the Agent or the L/C Issuer; and (d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer and the Lenders shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by creditor under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion to the extent permitted by Law. The Agent may, and upon the request of the CollateralRequired Lenders shall, at exercise all post-default rights granted to the sole discretion Agent, the L/C Issuer and the Lenders under the Loan Documents or applicable Law; and (e) Upon the occurrence of Lender; any Event of Default described in the foregoing Sections 8.01(m) or (iiin) may be exercised as often as occasion therefor shall arise, it being agreed or upon the declaration by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or Required Lenders of any other rightEvent of Default and the termination of the Revolving Credit Commitments, remedy the obligation of the L/C Issuer to issue or recourse; and (iv) are intended amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to beany beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort an amount equal to the rightsmaximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, remedies or shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and recourses set forth herein payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "Cash Collateral Account") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any other security therefor drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such order amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and manner as Lender may electsecond, to the payment of any excess, to the Borrower.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (h) of Section 9.1 shall occur and be continuing, Lender mayno Bank shall have any further obligation to make Loans hereunder and the Agent, upon the request of the Required Banks, shall by written notice to Borrowerthe Borrower take any or all of the following actions: (i) terminate the Commitments, (ii) declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness (including the stated amount of all outstanding Letters of Credit of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an action therefor amount equal to the 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 Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (x) the curing of all existing Events of Default to the satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, (b) if an Event of Default occursspecified under subsections (i) or (j) of Section 9.1 shall occur, Lender the Banks shall have no further obligation to make Loans hereunder, the Commitments shall without any further action terminate and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.14 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) In case an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.2, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and (e) From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Borrower have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to an Event of Default by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 5.2; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (l) of Section 9.01 hereof shall occur and be continuing (i) the Facility A Banks shall be under no further obligation to make Revolving Credit Loans or Facility A Term Loans, Lender mayissue Letters of Credit or enter into Escrow Agreements hereunder and the Facility B Banks shall be under no further obligation to make Facility B Loans (provided that, so long as a Simple Majority of the Banks do not accelerate the Notes pursuant to clause (ii) below, a Required Majority of Facility A Banks may continue to bind the Facility A Banks to make Revolving Credit Loans or Facility A Term Loans, issue Letters of Credit and enter into Escrow Agreements to the extent the Required Majority of Facility A Banks agree upon at the time by sending written notice of such election to the other Facility A Banks and all of the Facility A Banks shall be bound by such agreement) and (ii) upon the request of a Simple Majority of the Banks, the Agent shall by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (iii) upon the request of a Simple Majority of Facility A Banks, the Agent shall require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit and obligations under Escrow Agreements, and the Borrower hereby pledges to the Agent and the Facility A Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Majority of Facility A Banks, the Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (m) or (n) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans, issue Letters of Credit or enter into Escrow Agreements hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Loan Parties to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Loan Parties hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 11.11(b) hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Loan Parties, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Loan Parties hereunder or under any other Loan Documents Document any debt owing to, and all rights any other funds held in any manner for the account of, the Loan Parties by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCLoan Parties for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Loan Parties is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing and the Agent shall have accelerated the maturity of Loans of the Borrower or such Loans otherwise shall have been accelerated pursuant to any of the foregoing provisions of this Section 9.02, the Agent, at the request of a Simple Majority of the Banks, will proceed to protect and enforce its and the Banks' rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a secured party receiver, and, if such amount shall have become due, by declaration or otherwise otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or the Banks; and (including specifically those granted e) In addition to the other remedies set forth in this Section 9.02, as provided in Section 7.01(b) and 7.02 hereof, the occurrence of an Event of Default hereunder shall constitute a Security Event, entitling the Agent to record all Collateral Documents; (f) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 upon the authorization of a Simple Majority of the Banks and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Uniform Commercial Code as in effect in Agent from any sale or other disposition of the jurisdiction or jurisdictions where collateral under the Collateral is located) andDocuments, except if any, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as limited by Law, all remedies of Lender follows: (i) shall be cumulative first, to reimburse the Agent and concurrentthe Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on such collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, such collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of such collateral; (ii) may be pursued separatelysecond, successively or concurrently against Borrower or against to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any portion of the CollateralLoan Documents, at whether of principal, interest, fees, expenses or otherwise, in such manner as the sole discretion Agent may determine in its discretion, provided that (1) such proceeds shall first be allocated to the Facility A Banks as a group and to each Borrowing Tranche of LenderFacility B Banks as a group based on the amount of principal interest and other obligations (including any unreimbursed obligations under outstanding Letters of Credit or Escrow Agreements or obligations to Cash Collateralize any Letters of Credit or Escrow Agreements) due to each of these groups of Banks and (2) after giving effect to the allocation in clause (1) payments of principal and interest and other amounts shall be allocated to the Banks within each group of Banks described in clause (1) on a pro rata basis as set forth in Section 4.02; and (iii) may be exercised the balance, if any, as often as occasion therefor shall arise, it being agreed required by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 If 6.2.1 Upon the occurrence of any Event of Default, under this Deed, the Company shall, have 15 (fifteen) days from the date of receipt of notice received from the Debenture Trustee in case of triggering an Event of Default occurs, Lender may, by notice and to Borrower, declare rectify such Event of Default during which time the unpaid principal amount Debenture Trustee shall not take any action under the Transaction Documents with respect to the recovery of the Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder Outstanding Amounts or under the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice enforcement of any kind, all other provisions of which are hereby expressly waived, the Transaction Documents (“Cure Period”). Provided that there shall be no Cure Period in respect of the Event of Default under Clause Error! Reference source not found.. 6.2.2 On and an action therefor shall immediately accrue. 7.2.2 In addition, if at any time after the occurrence of an Event of Default occursor the occurrence of any event which, Lender after the lapse of the Cure Period, would constitute an Event of Default, the Debenture Trustee may (acting on Majority Resolution) take one or more of appropriate actions including the following actions by sending a written notice: (a) Cancellation of the Issue, within 30 (thirty) calendar days from the date of receipt of the Event of Default notice from Debenture Trustee; (b) Make necessary applications to IRDAI and if required, to such other regulator and/or courts and/or National Company Law Tribunal and/or quasi-judicial authority as may be applicable for commencement of corporate insolvency resolution process of the Issuer under the IBC; (c) Accelerate the redemption of Debentures and payment of all outstanding Debt in respect thereof; (d) Initiate recovery proceedings/ exercise rights available to recover the Outstanding Amounts; (e) Sign the inter creditor agreement (“ICA”) and consider the resolution plan, if any, on behalf of the Debenture Holders in accordance with the requirements under the Applicable Laws; (f) Appropriate any amounts in the accounts of the Issuer that have been opened with any of the Debenture Holders and utilize such amount towards repayment of any amount outstanding under the Issue. (g) Appropriate the amounts in the Recovery Expense Fund as per the SEBI REF Circular. (h) Exercise such other rights which may be available to the Debenture Trustee/ Debenture Holders under Transaction Documents; and/or (i) Stipulation of any further terms and conditions, as the Debenture Trustee may deem fit with respect to the Transaction Documents. 6.2.3 After the occurrence of an Event of Default, the Debenture Trustee shall have send a notice to the Debenture Holders within 3 (Three) days of the Event of Default by registered post/acknowledgement due or speed post/acknowledgement due or courier or hand delivery with proof of delivery as also through email as a text or as an attachment to email with a notification including a read receipt, and proof of dispatch of such notice or email, shall be maintained. The Debenture Trustee shall maintain the details of the providing and receipt of such notice in accordance with the SEBI Defaults (Procedure) Circular. 6.2.4 For the avoidance of doubt, at any time after the occurrence of an Event of Default and subject to giving the notice as set out in paragraph 6.2.3 above, the Debenture Trustee shall be entitled to exercise all its rights and remedies granted herein available to it under Applicable Law, to enforce the rights contemplated under this Deed and the Transaction Documents, without assigning any reason and at the risk and expense of the Issuer and if necessary, as attorney for and in name of the other Loan Documents Issuer. 6.2.5 Any decisions or conclusions to be taken in case of any Event of Default, such decision or conclusion shall be taken by the Debenture Trustee (acting on the instructions of the Majority Debenture Holders) and all rights such decision or remedies available at law (includingconclusion shall be conclusive and applicable. However, without limitationIn the event of any disagreement or dispute between the Issuer and the Debenture Trustee, the UCC) decision or equityconclusion of Debenture Trustee, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) andacting on instructions of Majority Debenture Holders, except as limited by Law, all remedies of Lender (i) shall be cumulative conclusive and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electapplicable.

Consequences of Event of Default. 7.2.1 (a) Upon the occurrence of an Event of Default, the Company will promptly deliver written notice thereof to the Holder. If one or more Events of Default will have occurred and be continuing (whatever the reason for such Event of Default and whether it will be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(f) or Section 2.4(g) or with respect to the Company or any of its Subsidiaries), unless the principal of this Note will have already become due and payable, the Holder may, by notice in writing to the Company, declare 100% of the outstanding principal of this Note to be due and payable immediately, and upon any such declaration the same will become and will automatically be immediately due and payable. If an Event of Default occursspecified in Section 2.4(f) or Section 2.4(g) with respect to the Company or any of its Subsidiaries occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the outstanding principal of this Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents to be immediately due and payable and the same shall thereupon will become and will automatically be immediately due and payable without presentmentany action on the part of the Holder. (b) Subsection (a) above, demandhowever, protest is subject to the conditions that if, at any time after the outstanding principal of this Note will have been so declared due and payable, and before any judgment or decree for the payment of the monies due will have been obtained or entered as hereinafter provided, the Company will pay or will deposit with the Holder a sum sufficient to pay the outstanding principal of this Note that will have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under this Note, other notice than the nonpayment of any kindthe principal on this Note that will have become due solely by such acceleration, all of which are hereby expressly will have been cured or waived, then and an action therefor shall immediately accrue. 7.2.2 In additionin every such case the Holder, if an by written notice to the Company, may waive all defaults or Events of Default with respect to this Note and rescind and annul such declaration and its consequences and such default will cease to exist, and any Event of Default occurs, Lender shall arising therefrom will be deemed to have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies been cured for every purpose of Lender (i) shall be cumulative and concurrentthis Note; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in but no event be construed as a such waiver or release thereof rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electright consequent thereon.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (m) or subsection (p) of Section 10.01 shall occur and be continuing, Lender the Lenders, the Issuing Bank and the Agents shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and (i) the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to Borrowerthe Company, cancel the Commitments, (ii) the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to the Company, declare the unpaid principal amount of the Note Revolving Credit Loans and Swing Loans then outstanding and all interest accrued thereon thereon, any unpaid Fees and all other Obligations (other than the Bid Loans) of the Borrowers to the Lenders, the Swing Lenders and liabilities of Borrower hereunder or under the Note or the Loan Documents Issuing Bank to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (iii) the Administrative Agent may, and upon the request of the Required Lenders shall, require the Borrowers to, and the Borrowers shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an action amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrowers hereby pledge to the Administrative Agent for the benefit of the Agents, the Lenders, the Swing Lenders and the Issuing Bank, and grant to the Administrative Agent for the benefit of the Agents, the Lenders, the Swing Lenders and the Issuing Bank a security interest in, all such cash as security for such Obligations, provided that, upon the curing of all existing Events of Default to the satisfaction of the Required Lenders, the Administrative Agent shall return such cash collateral to the Borrowers, and provided further that within 14 days after cancellation of the Commitments or acceleration of the Revolving Credit Loans and all other Obligations of the Borrowers to the Agents, the Lenders, the Swing Lenders and the Issuing Bank and before any judgment or decree for the payment therefor shall immediately accrue.have been obtained or entered, the Required Lenders, in their sole discretion, may by notice to the Company and the Administrative Agent rescind and annul any such cancellation or acceleration; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (i), Lender (n) or (o) of Section 10.01 shall have all rights occur, the Commitments shall automatically terminate and remedies granted herein be of no further force and in effect, the other Loan Documents Agents, the Lenders, the Swing Lenders and the Issuing Bank shall be under no further obligations to make Loans or issue Letters of Credit hereunder and the unpaid principal amount of the Loans then outstanding and all rights or remedies available at law (includinginterest accrued thereon, any unpaid Fees and all other Obligations of the Borrowers to the Agents, the Lenders, the Swing Lenders and the Issuing Bank shall be immediately due and payable, without limitationpresentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If any Event of Default shall occur and be continuing, the UCC) or equity, whether as a secured party or otherwise Lenders which have any Bid Loans then outstanding to the Borrower (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i"Bid Loan Lenders") shall not be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion entitled to accelerate payment of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise Bid Loans or failure to exercise any rights right or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort related to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electcollection of the Bid Loans until the Commitments shall be terminated hereunder pursuant to this Section 10.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursoccurs and has not been remedied during the applicable grace period, Lender mayif any, Agent, for the account of the Term Lenders, may in its sole discretion take all actions necessary to cure such Event of Default, and/or declare, by giving notice to Borrower, declare the unpaid principal entire amount of Borrower's obligations to Term Lenders under this Agreement and the Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents Instruments to be immediately due and payable payable, irrespective of any other provision of such agreements. If an event of failure or violation constitutes an Event of Default under more than one of the provisions of Sections 5.1, Agent and Term Lenders may take all actions and remedies provided in this Section 5.2 upon expiration of the shortest grace period, if any, provided herein; provided, however, that Agent and Term Lenders shall exercise their rights under this Section 5.2 in a commercially reasonable manner, considering, inter alia, the material adverse consequences of such Event of Default to the Borrower, the Property, the Facility and the same rights of the Agent and Term Lenders hereunder and under the other Loan Instruments. (b) In the event that Borrower's obligations shall thereupon become due and be payable by acceleration as provided in paragraph (a) above, all sums payable shall, upon the giving of such notice to Borrower by Agent, become immediately due and payable without presentment, demand, protest or other notice of any kindkind other than the notice specifically required by this Section, all of which are hereby other notice being expressly waivedwaived by Borrower, and an action therefor Term Lenders shall immediately accruehave the right to take all funds in the Accounts and to otherwise enforce their security interests as provided herein and in the Security Documents. Borrower shall furthermore indemnify Agent, the Letter of Credit Bank and Term Lenders for all costs, expenses and losses resulting from any Event of Default and for all costs, expenses and losses incurred by them in curing such Event of Default and/or in proceeding to enforce their lien on and security interest in the collateral under the Security Documents. 7.2.2 In addition(c) Borrower hereby appoints Agent as the attorney-in-fact of Borrower, if upon the occurrence of an Event of Default occursand the expiration of the applicable grace period, Lender shall have all rights and remedies granted herein if any, with full power of substitution, and in the other Loan Documents and all rights or remedies available at law (includingname of Borrower, without limitationif Agent elects to do so, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender to: (i) shall execute all applications and certificates in the name of Borrower which may be cumulative and concurrent; required for operation of the Facility, (ii) may be pursued separatelyendorse the name of Borrower on any checks or drafts, successively or concurrently against Borrower or against all or any portion representing proceeds of the CollateralInsurance Policies, at or other checks or instruments payable to Borrower with respect to the sole discretion of Lender; Property or Facility, (iii) do every act with respect to the operation of the Facility which Borrower may be exercised as often as occasion therefor shall arisedo, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended prosecute or defend any action or proceeding incident to bethe Property or Facility. The power-of-attorney granted hereby is a power coupled with an interest and irrevocable. Agent and Term Lenders shall have no obligation to undertake any of the foregoing actions, and if they take any such action they shall be, nonexclusive. To have no liability to Borrower for the fullest extent permitted sufficiency or adequacy thereof. (d) Any funds of Term Lenders used for any purpose referred to in this Article 5 shall constitute a part of the Term Loan secured by the Term Loan Instruments and shall bear interest at the highest then-applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electDefault Interest Rate.

Consequences of Event of Default. 7.2.1 8.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an Event of Default occursspecified under Sections 8.1.1 through 8.1.13 shall occur and be continuing, Lender the Banks, the Issuing Banks and the Administrative Agent shall be under no further obligation to make Revolving Credit Loans or Swing Loans or issue Letters of Credit, as the case may be (and the Administrative Agent shall not make any Swing Loans without the consent of the Required Banks nor shall any Issuing Bank issue any Letter of Credit without consent of the Required Banks), and the Administrative Agent may, and upon the request of the Required Banks shall, by written notice to the Borrower, take one or more of the following actions: (i) terminate the Commitments and thereupon the Commitments shall be terminated and of no further force and effect, or (ii) declare the unpaid principal amount of the Note Revolving Credit Loans and Swing Loans then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if an Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by require the Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to beto, and the Borrower shall bethereupon, nonexclusive. To deposit in a non-interest-bearing account with the fullest extent permitted by applicable LawAdministrative Agent, Lender may resort as cash collateral for its Obligations under the Loan Documents, an amount equal to the rightsmaximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, remedies and recourses set forth herein the Borrower hereby pledges to the Administrative Agent and any other the Banks, and grants to the Administrative Agent and the Banks a security therefor in interest in, all such order and manner cash as Lender may elect.security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall return such cash collateral to the Borrower; and

Consequences of Event of Default. 7.2.1 If (i) Upon the occurrence of an Event of Default, the Company shall immediately inform the Trustee of such occurrence, together with all details related thereto. The Trustee shall thereafter or upon becoming aware of an Event of Default occurs, Lender may, by notice to Borrower, declare immediately notify the unpaid principal amount Debenture Holders of the Note occurrence of such Event of Default in the form set out in Schedule 9 (Request for Approved Instructions for EOD), requesting Approved Instructions as to whether immediate payment by the Company of the Debt is required and interest accrued thereon other actions to be taken in relation to the Event of Default. (ii) Upon receipt of Approved Instructions for declaring the Debt due and payable, whether pursuant to the delivery of the notice under Clause 11 (w) (Consequences of Event of Default) above or otherwise, the Trustee shall declare all other Obligations and liabilities or any part of Borrower hereunder or under the Note or the Loan Documents Debt to be immediately (or on such dates as may be specified in the Approved Instructions) due and payable and the same whereupon it shall thereupon become and be immediately so due and payable without presentmentpayable, demandand simultaneously send the Company a notice in the form set out in Schedule 10 (Form of Acceleration Notice) (“Acceleration Notice”) requiring the Company to immediately pay all or part of the outstanding Debt to the Debenture Holders. (iii) If the Company fails to pay the outstanding Debt in accordance with the Acceleration Notice, protest the Trustee shall exercise one or other notice of any kind, all of which are hereby expressly waivedthe following rights in accordance with the Approved Instructions: (A) require the Company to mandatorily redeem the Debentures and repay all or part of the Debt due and including the principal amount on the Debentures, along with accrued but unpaid Interest, the Default Interest, the Redemption Premium, and an action therefor shall immediately accrueother costs, charges and expenses incurred under or in connection with the Transaction Documents; (B) enforce the Security Interest created pursuant to the Security Documents including but not limited to initiating the sale of all the Pledged SRs in accordance with the Company Pledge Agreement subject to Applicable Laws; (C) exercise voting rights in relation to the Pledged SRs; (D) invoke the Corporate Guarantee and enforce any Transaction Security towards discharge of the Debt; (E) transfer, assign or appropriate the amounts lying in the Escrow Account in relation to the Secured Assets; (F) appoint one Nominee Director on the board of directors of the Company in accordance with Applicable Laws; or (G) appoint a representative on the investment committee of the board of directors of the Company in the manner as set out in this Deed. 7.2.2 In addition(iv) Notwithstanding anything contained above, if upon the occurrence of an Event of Default occurs, Lender shall have all rights and remedies granted herein and as set out in the other Loan Documents and all rights or remedies available at law paragraph (including, without limitation, the UCCp) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) of Clause 11 (Events of Default), the Company shall be cumulative and concurrent; pay a penal interest of atleast 1 % p.a. (iione per cent. per annum) may be pursued separately, successively or concurrently against Borrower or against all or any portion over the Interest Rate from the date falling on the expiry of 30 (thirty) days from the Deemed Date Of Allotment until the listing of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electDebentures.

Consequences of Event of Default. 7.2.1 If 6.2.1 Upon the occurrence of any Event of Default, under this Deed, the Company shall, have 15 (fifteen) days from the date of receipt of notice received from the Debenture Trustee in case of triggering an Event of Default occurs, Lender may, by notice and to Borrower, declare rectify such Event of Default during which time the unpaid principal amount Debenture Trustee shall not take any action under the Transaction Documents with respect to the recovery of the Note and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder Outstanding Amounts or under the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice enforcement of any kind, all other provisions of which are hereby expressly waived, the Transaction Documents (“Cure Period”). Provided that there shall be no Cure Period in respect of the Event of Default under Clause Error! Reference source not found.. 6.2.2 On and an action therefor shall immediately accrue. 7.2.2 In addition, if at any time after the occurrence of an Event of Default occursor the occurrence of any event which, Lender after the lapse of the Cure Period, would constitute an Event of Default, the Debenture Trustee may (acting on Majority Resolution) take one or more of appropriate actions including the following actions by sending a written notice: (a) Cancellation of the Issue, within 30 (thirty) calendar days from the date of receipt of the Event of Default notice from Debenture Trustee; (b) Make necessary applications to IRDAI and if required, to such other regulator and/or courts and/or National Company Law Tribunal and/or quasi-judicial authority as may be applicable for commencement of corporate insolvency resolution process of the Issuer under the IBC; (c) Accelerate the redemption of Debentures and payment of all outstanding Debt in respect thereof; (d) Initiate recovery proceedings/ exercise rights available to recover the Outstanding Amounts; (e) Sign the inter creditor agreement (“ICA”) and consider the resolution plan, if any, on behalf of the Debenture Holders in accordance with the requirements under the Applicable Laws; (f) Appropriate any amounts in the accounts of the Issuer that have been opened with any of the Debenture Holders and utilize such amount towards repayment of any amount outstanding under the Issue. (g) Appropriate the amounts in the Recovery Expense Fund as per the SEBI REF Circular. (h) Exercise such other rights which may be available to the Debenture Trustee/ Debenture Holders under Transaction Documents; and/or (i) Stipulation of any further terms and conditions, as the Debenture Trustee may deem fit with respect to the Transaction Documents. (j) levy Default Interest on overdue amounts as per the terms of issue. 6.2.3 After the occurrence of an Event of Default, the Debenture Trustee shall have send a notice to the Debenture Holders within 3 (Three) days of the Event of Default by registered post/acknowledgement due or speed post/acknowledgement due or courier or hand delivery with proof of delivery as also through email as a text or as an attachment to email with a notification including a read receipt, and proof of dispatch of such notice or email, shall be maintained. The Debenture Trustee shall maintain the details of the providing and receipt of such notice in accordance with the SEBI Defaults (Procedure) Circular. 6.2.4 For the avoidance of doubt, at any time after the occurrence of an Event of Default and subject to giving the notice as set out in paragraph 6.2.3 above, the Debenture Trustee shall be entitled to exercise all its rights and remedies granted herein available to it under Applicable Law, to enforce the rights contemplated under this Deed and the Transaction Documents, without assigning any reason and at the risk and expense of the Issuer and if necessary, as attorney for and in name of the other Loan Documents Issuer. 6.2.5 Any decisions or conclusions to be taken in case of any Event of Default, such decision or conclusion shall be taken by the Debenture Trustee (acting on the instructions of the Majority Debenture Holders) and all rights such decision or remedies available at law (includingconclusion shall be conclusive and applicable. However, without limitationIn the event of any disagreement or dispute between the Issuer and the Debenture Trustee, the UCC) decision or equityconclusion of Debenture Trustee, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) andacting on instructions of Majority Debenture Holders, except as limited by Law, all remedies of Lender (i) shall be cumulative conclusive and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electapplicable.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under and of clauses (a) through (g) or (j) or (k) of Section 9.01 shall occur and be continuing, Lender may, by notice to Borrower, may (i) declare the unpaid principal amount Loans, together with interest thereon, plus the Applicable Premium (which, if any acceleration takes place prior to January 1, 2002 shall be equal to the Applicable Premium which would be calculated in accordance with clause (ii) of the Note and interest accrued thereon definition of Applicable Premium upon a prepayment occurring on the date of acceleration), plus the Non-Utilization Fee due under Section 2.05 with respect to any unfunded portion of the Credit Amount (which shall be calculated as of the date of the occurrence of the Event of Default if the Commitment Termination Date has not yet occurred) and all other Obligations and liabilities of Borrower the Borrowers hereunder or and under the Note or the Loan other Operative Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable payable, without presentment, demand, protest or other further notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue(ii) terminate its commitment to make the Loans and terminate any commitment to advance money or extend credit to or for the benefit of the Borrowers pursuant to any other agreement or commitment extended by Lender to Borrowers. 7.2.2 In addition, if (b) If an Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law specified under clause (including, without limitation, the UCCh) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) of Section 9.01 shall occur, then immediately and without notice (i) the Loans, together with interest thereon, plus the Applicable Premium (which, if any acceleration takes place prior to January 1, 2002 shall be cumulative and concurrent; equal to the Applicable Premium which would be calculated in accordance with clause (ii) may be pursued separatelyof the definition of Applicable Premium upon a prepayment occurring on the date of acceleration), successively or concurrently against Borrower or against all or plus the Non-Utilization Fee due under Section 2.05 with respect to any unfunded portion of the CollateralCredit Amount (which shall be calculated as of the date of the occurrence of the Event of Default if the Commitment Termination Date has not yet occurred), at and all other liabilities of the sole discretion of Lender; (iii) may be exercised as often as occasion therefor Borrowers hereunder and under the other Operative Documents shall ariseautomatically become due and payable, it being agreed by Borrower that the exercise without presentment, demand, protest or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or notice of any other rightkind, remedy or recourse; all of which are hereby expressly waived, and (ivii) are intended Lender's commitment hereunder to be, and shall be, nonexclusive. To make the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein Loan and any other security therefor in such order and manner as commitment of Lender may electto the Borrowers to advance money or extend credit pursuant to any other agreement or commitment shall be terminated.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified in any of items (a) through (1) or item (o) or (p) of Section 8.01 hereof shall occur and be continuing, Lender the Lenders shall be under no further obligation to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder and the Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders, the Agent and liabilities of Borrower the L/C Issuer hereunder or and under the Note or the other Loan Documents to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the L/C Issuer without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; and (b) If any Event of Default specified in item (m) or (n) of Section 8.01 hereof shall occur, the Lenders shall be under no further obligations to make Loans hereunder, the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and an action therefor the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Lenders, the Agent and the L/C Issuer hereunder and under the other Loan Documents shall be immediately accrue.due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; further, during the thirty (30) day period referred to in item (m) the Lenders shall be under no further obligation to make Loans and the L/C Issuer shall be under no further obligation to issue or amend Letters of Credit hereunder; and 7.2.2 In addition, if (c) If an Event of Default occursshall occur and be continuing, Lender any Lender, the Agent or the L/C Issuer to whom any obligation is owed by the Borrower hereunder or under any other Loan Document, of such Lender, Agent or L/C Issuer and any branch, subsidiary or affiliate of such Lender, Agent or L/C Issuer anywhere in the world shall each have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document, any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Lender, the Agent or remedies available at law (the L/C Issuer or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Lender, the Agent or equitythe L/C Issuer or such branch, subsidiary or affiliate. Such right shall exist in each case whether or not any Lender, the Agent or the L/C Issuer shall have made any demand under this Agreement or any other Loan Document, whether as or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Lender, the Agent or the L/C Issuer; and (d) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent, the L/C Issuer and the Lenders shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by creditor under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion to the extent permitted by Law. The Agent may, and upon the request of the CollateralRequired Lenders shall, at exercise all post-default rights granted to the sole discretion Agent, the L/C Issuer and the Lenders under the Loan Documents or applicable Law; and (e) Upon the occurrence of Lender; any Event of Default described in the foregoing Sections 8.01(m) or (iiin) may be exercised as often as occasion therefor shall arise, it being agreed or upon the declaration by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or Required Lenders of any other rightEvent of Default and the termination of the Revolving Credit Commitments, remedy the obligation of the L/C Issuer to issue or recourse; and (iv) are intended amend Letters of Credit shall terminate, the L/C Issuer or the Agent may provide written demand to beany beneficiary of a Letter of Credit to present a draft against such Letter of Credit, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort an amount equal to the rightsmaximum amount which may at any time be drawn under the Letters of Credit then outstanding (whether or not any beneficiary of such Letters of Credit shall have presented, remedies or shall be entitled at such time to present, the drafts or other documents required to draw under the Letters of Credit) shall automatically become immediately due and recourses set forth herein payable, without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by the Borrower; provided that the foregoing shall not affect in any way the obligations of the Lenders to purchase from the L/C Issuer participations in the unreimbursed amount of any drawings under the Letters of Credit as provided in Section 2.17(c). So long as the Letters of Credit shall remain outstanding, any amounts declared due pursuant to this Section 8.02(e) with respect to the outstanding Letters of Credit when received by the Agent shall be deposited and held by the Agent in an interest bearing account denominated in the name of the Agent for the benefit of the Agent, the Lenders and the L/C Issuer over which the Agent shall have sole dominion and control of withdrawals (the "CASH COLLATERAL ACCOUNT") as cash collateral for the obligation of the Borrower to reimburse the L/C Issuer in the event of any other security therefor drawing under the Letters of Credit and upon any drawing under such Letters of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts declared due pursuant to this Section 8.02(e), the Agent shall apply such order amounts held by the Agent to reimburse the L/C Issuer for the amount of such drawing. In the event that any Letter of Credit in respect of which the Agent has deposited in the Cash Collateral Account any amounts described above is cancelled or expires or in the event of any reduction in the maximum amount available at any time for drawing under the Letters of Credit outstanding, the Agent shall apply the amount then in the Cash Collateral Account designated to reimburse the L/C Issuer for any drawings under the Letters of Credit less the maximum amount available at any time for drawing under the Letters of Credit outstanding immediately after such cancellation, expiration or reduction, if any, to the payment in full of the outstanding Lender Obligations, and manner as Lender may electsecond, to the payment of any excess, to the Borrower.

Consequences of Event of Default. 7.2.1 If an Event of Default occursspecified under subsections (a) through (h) of Section 9.1 shall occur and be continuing, Lender mayno Bank shall have any further obligation to make Loans hereunder and the Agent, upon the request of the Required Banks, shall by written notice to Borrowerthe Borrower take any or all of the following actions: (i) terminate the Commitments, (ii) declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness (including the stated amount of all outstanding Letters of Credit of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and (iii) require the Borrower to, and Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Senior Loan Documents, an action therefor amount equal to the 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 Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations, provided that upon the earlier of (x) the curing of all existing Events of Default to the satisfaction of the Required Banks and (y) payment in full of the Loans, satisfaction of all of the Borrower's other obligations hereunder and termination of the Commitments, the Agent shall immediately accrue. 7.2.2 In addition, return such cash collateral to the Borrower; and if an Event of Default occursspecified under subsections (i) or (j) of Section 9.1 shall occur, Lender the Banks shall have no further obligation to make Loans hereunder, the Commitments shall without any further action terminate and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness (including the stated amount of all outstanding Letters of Credit) of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and In case an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.14 and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to set off against and apply to the then unpaid balance of all the Loans and all other obligations of the Borrower hereunder or under any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrower by such Bank or participant or by such branch, subsidiary or affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the Borrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Agent; and In case an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of the Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.2, the Agent on behalf of the Banks may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the EX PARTE appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent on behalf of the Banks; and From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Borrower have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Borrower under any of the Senior Loan Documents, including advances made subsequent to an Event of Default by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; second, to the repayment of all Indebtedness then due and unpaid of the Borrower to the Banks incurred under this Agreement or any of the Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion, subject to the provisions of Section 5.2; and the balance, if any, as required by Law. In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the 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 Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (p) or (q) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other fund held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAdministrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -- ----- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon- exclusive, successively or concurrently against Borrower or against all or any portion to the extent permitted by Law. The Administrative Agent may, and upon the request of the CollateralRequired Banks shall (or shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law. (g) Following the occurrence and continuance of an Event of Default, the Borrower, at its cost and expense (including the sole discretion cost and expense of Lender; (iiiobtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may be exercised as often as occasion therefor shall ariserequest in connection with the obtaining of any consent, it being agreed by Borrower that the exercise approval, registration, qualification, permit, license, accreditation, or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or authorization of any other rightOfficial Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting the generality of the foregoing, remedy the Borrower agrees that in the event the Administrative Agent or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.the

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (m) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the 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 Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (n) or (o) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other funds held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAgent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan -77- 85 Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; non-exclusive, to the extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law. (iig) Following the occurrence and continuance of an Event of Default, the Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Agent may be pursued separatelyrequest in connection with the obtaining of any consent, successively approval, registration, qualification, permit, license, accreditation, or concurrently against authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees that in the event the Agent on behalf of the Banks shall exercise its rights, hereunder or against all pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any portion other action in connection with any of the Collateral, at the sole discretion of Lender; Borrower shall execute and deliver (iiior cause to be executed and delivered) may be exercised as often as occasion therefor shall ariseall applications, it being agreed by Borrower certificates, assignments, and other documents that the exercise or failure Agent requests to exercise any rights or remedies facilitate such actions and shall in no event be construed as a waiver or release thereof or of any other rightotherwise promptly, remedy or recourse; and (iv) are intended to befully, and shall be, nonexclusive. To diligently cooperate with the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein Agent and any other security therefor necessary persons in making any application for the prior consent or approval of any Official Body or any other person to the exercise by the Agent on behalf of the Banks of any of such order rights relating to all or any of the Collateral. Furthermore, because the Borrower agrees that the remedies at law, of the Agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and manner as Lender may elect.of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in damages, the Borrower agrees that the covenants of Sections 8.01(f) and 9.02

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (k) of Section 8.1 hereof shall occur and be continuing, Lender with the consent of the Required Banks, the Agent may, and upon the request of the Required Banks, the Agent shall by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (l) or (m) of Section 8.1 hereof shall occur, Lender the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.11 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Term Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any other security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of the Term Loans of the Borrower pursuant to any of the foregoing provisions of this Section 8.2, the Agent or any Bank, if owed any amount with respect to the Notes, may, after obtaining the consent of the Required Banks, proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the appointment of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) receiver, and, except as limited if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and (e) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Agent and the Banks shall have all of the rights and remedies of a creditor under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (n) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the 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 Agent and the Banks, and grants to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (o) or (p) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other funds held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, the UCC) all funds in all deposit accounts (whether time or equitydemand, whether as a secured party general or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.special,

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (h), Lender (j) through (m) or subsection (p) of Section 9.01 shall occur and be continuing, the Lenders and the Agents shall be under no further obligation to make Loans and (i) the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to Borrowerthe Company, cancel the Commitments, and (ii) the Administrative Agent may, and upon the request of the Required Lenders shall, by written notice to the Company, declare the unpaid principal amount of the Note Revolving Credit Loans and Swing Loans then outstanding and all interest accrued thereon thereon, any unpaid Fees and all other Obligations of the Borrowers to the Lenders, and liabilities of Borrower hereunder or under the Note or the Loan Documents Swing Lenders to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (i), (n) or (o) of Section 9.01 shall occur, the Commitments shall automatically terminate and be of no further force and effect, the Agents, the Lenders and the Swing Lenders shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Loans then outstanding and all interest accrued thereon, any unpaid Fees and all other Obligations of the Borrowers to the Agents, the Lenders and the Swing Lenders shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, the Agents, any Lender or Swing Lender to whom any Obligation is owed by any Borrower hereunder or under any other Loan Document or any participant of such Lender, Swing Lender which has agreed in writing to be bound by the provisions of Section 10.12 and any branch, Subsidiary or Affiliate (including any Lending Office) of such Lender, Swing Lender or participant anywhere in the world shall have the right, in addition to all other rights and remedies available to it, without notice to such Borrower, to set-off against and apply to the then unpaid balance of all the Loans and all other Obligations of the Borrowers under any Loan Document any debt owing to, and any other funds held in any manner for the account of, the Borrowers by such Lender, Swing Lender or participant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by any of the Borrowers for its own account (but not including funds held in custodian or trust accounts) with such Lender, Swing Lender or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Agent, Lender or Swing Lender shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of any of the Borrowers is or are matured or unmatured, regardless of any difference between the currency of the Loans or other Obligations and the currency of such debt owing to or funds held for the account of the Borrowers, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Agent, Lender or Swing Lender; and (d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Revolving Credit Loans and Swing Loans to the Borrowers pursuant to any of the foregoing provisions of this Section 9.02, any Agent, or any Lender or any Swing Lender, if owed any amount with respect to the Loans, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or any of the Loan Documents, including as permitted by applicable Law the obtaining of the ex parte appointment of a receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of such Agent or such Lender or such Swing Lender; and (e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all Obligations of the Borrowers have been paid in full, any and all proceeds received by the Administrative Agent from the exercise of any remedy by the Administrative Agent, shall be applied as follows: (i) first, to reimburse the Administrative Agent, the Arranger, the Documentation Agent and the Lenders for out-of-pocket costs, expenses and disbursements, including reasonable attorneys' and paralegals' fees and legal expenses, incurred by the Administrative Agent, the Arranger, the Documentation Agent and the Lenders in connection with the collection of any Obligations of any of the Borrowers under any of the Loan Documents; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Borrowers to the Agents, the Lenders and the Swing Lenders incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may determine in its discretion; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies granted herein and contained in this Agreement or in any of the other Loan Documents and all rights or remedies available at law (including, without limitationDocuments, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by Administrative Agent shall have all of the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by rights and remedies under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Administrative Agent may, and upon the request of the Required Lenders shall, exercise all post-default rights granted to the Administrative Agent and the Lenders under the Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.,; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (p) or (q) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other fund held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAdministrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -- ----- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (iior shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law. (g) Following the occurrence and continuance of an Event of Default, the Borrower, at its cost and expense (including the cost and expense of obtaining any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may be pursued separatelyrequest in connection with the obtaining of any consent, successively approval, registration, qualification, permit, license, accreditation, or concurrently against authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees that in the event the Administrative Agent or against all the Collateral Agent on behalf of the Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any portion other action in connection with any of the Collateral, the Borrower shall execute and deliver (or cause to be executed and delivered) all applications, certificates, assignments, and other documents that the Administrative Agent requests to facilitate such actions and shall otherwise promptly, fully, and diligently cooperate with the Administrative Agent and the Collateral Agent and any other necessary persons in making any application for the prior consent or approval of any Official Body or any other person to the exercise by the Administrative Agent or the Collateral Agent on behalf of the Banks of any of such rights relating to all or any of the Collateral. Furthermore, because the Borrower agrees that the remedies at law, of the sole discretion agent on behalf of Lenderthe Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in damages, the Borrower agrees that the covenants of Sections 8.01(f) and 9.02(g) may be specifically enforced. (h) Upon the occurrence and continuance of an Event of Default, the Administrative Agent may request, without limiting the rights and remedies of the Administrative Agent on behalf of the Banks otherwise provided hereunder and under the other Loan Documents, that the Borrower do any of the following: (i) give the Collateral Agent on behalf of the Banks specific assignments of the accounts receivable of the Borrower and each Subsidiary after such accounts receivable come into existence, and schedules of such accounts receivable, the form and content of such assignment and schedules to be satisfactory to the Collateral Agent and the Administrative Agent, (ii) immediately notify the Administrative Agent if any of such accounts receivable arise out of contracts with the U.S. Government or any department, agency or instrumentality thereof, and execute any instruments and take any steps required by the Administrative Agent in order that all moneys due and to become due under such contract shall be assigned (to the extent permitted by law) to the Collateral Agent on behalf of the Banks and notice thereof given to the government under the Federal Assignment of Claims Act, if applicable, or any other applicable law or regulation; and in order to better secure the Collateral Agent on behalf of the Banks, in relation to such accounts receivable, and (iii) to the extent permitted by Law, enter into such lockbox agreements and establish such lockbox accounts as the Administrative Agent may require, with the local banks in areas in which the Borrower and its Subsidiaries may be exercised operating (in such cases, all local lockbox accounts shall be depository transfer accounts entitled "In trust for PNC Bank, National Association, as often as occasion therefor Collateral Agent") which shall arisehave agreed in writing to the Collateral Agent's requirements for the handling of such accounts and the transfer of account funds to the Collateral Agent on behalf of the Banks, it being agreed by Borrower that all at the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to beBorrower's sole expense, and shall bedirect all payments from Medicare, nonexclusive. To the fullest extent permitted by applicable LawMedicaid, Lender may resort Blue Cross and Blue Shield, private payors, health maintenance organizations, all commercial payors and all other payors due to the rightsBorrower or any Subsidiary, remedies and recourses set forth herein and any other security therefor in to such order and manner as Lender may electlockbox accounts.

Consequences of Event of Default. 7.2.1 9.2.1 Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. ----------------------------------------- If an Event of Default occursspecified under Sections 9.1.1 through 9.1.13 shall occur and be continuing, Lender the Lenders and the Administrative Agent shall be under no further obligation to make Loans or issue Letters of Credit, as the case may be, and the Administrative Agent may, and upon the request of the Required Lenders, shall (i) by written notice to the Borrower and the Co-Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower and liabilities of the Co-Borrower to the Lenders hereunder or under the Note or the Loan Documents and thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Lender without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if an Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may require the Borrower and the Co-Borrower to, and the Borrower and the Co-Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its Obligations under the Loan Documents, an amount equal to the maximum amount currently or at any time thereafter available to be pursued separatelydrawn on all outstanding Letters of Credit, successively or concurrently against and the Borrower or against and the Co-Borrower hereby pledge to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all or any portion such cash as security for such Obligations. Upon the curing of all existing Events of Default to the satisfaction of the CollateralRequired Lenders, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor Administrative Agent shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort return such cash collateral to the rights, remedies Borrower and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.the Co-Borrower; and

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (f) of Section 7.01 hereof shall occur and be continuing, Lender may, the Banks shall be under no further obligation to make a Bid Loan for any accepted Bids hereunder and each Bank (i) by written notice to the Borrower, declare the unpaid principal amount of the its Bid Loan Note then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to such Bank hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to such Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (g) or (h) of Section 7.01 hereof shall occur, Lender the Banks shall be under no further obligations to make a Bid Loan (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by the Borrower hereunder or under any other Loan Document and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to the Borrower, to set-off against and in apply to the then unpaid balance of all the Bid Loans and all other obligations of the Borrower hereunder or under any other Loan Documents Document any debt owing to, and all rights any other funds held in any manner for the account of, the Borrower by such Bank or remedies available at law (by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrower for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Banks shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrower is or are matured or unmatured and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to any Bank or the Banks; and (d) If an Event of Default shall occur and be continuing, and whether or not the Banks shall have accelerated the maturity of Bid Loans of the Borrower pursuant to any of the foregoing provisions of this Section 7.02, any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Bid Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) receiver, and, except if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Banks or such Bank; and (e) From and after the date on which a Bank has taken any action pursuant to this Section 7.02 and until all obligations of the Borrower have been paid in full, any and all proceeds received by a Bank from the exercise of any remedy by a Bank, shall be applied as limited by Law, all remedies of Lender follows: (i) shall be cumulative first, to reimburse the Banks for out-of-pocket costs, expenses and concurrent; disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Banks in connection with collection of any obligations of the Borrower under any of the Loan Documents; (ii) may be pursued separatelysecond, successively or concurrently against to the repayment of all Indebtedness then due and unpaid of the Borrower or against all to the Banks incurred under this Agreement or any portion of the CollateralLoan Documents, at the sole discretion whether of Lender; (iii) may be exercised as often as occasion therefor shall ariseprincipal, it being agreed by Borrower that the exercise interest, fees, expenses or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other rightotherwise, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender the Banks may elect.determine in its discretion; and

Consequences of Event of Default. 7.2.1 (a) Upon the occurrence of an Event of Default, the Company shall promptly deliver written notice thereof to the Holder. If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any Governmental Authority), then, and in each and every such case (other than an Event of Default specified in Section 2.4(i) or Section 2.4(j) with respect to the Company or any of its Significant Subsidiaries), unless the principal of the Note shall have already become due and payable, the Holder may by notice in writing to the Company, declare 100% of the outstanding principal of, and accrued and unpaid interest on, the Note to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable. If an Event of Default occursspecified in Section 2.4(i) or Section 2.4(j) with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, Lender may, by notice to Borrower, declare the unpaid principal amount 100% of the Note outstanding principal of, and accrued and unpaid interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under on, the Note or the Loan Documents to be immediately due and payable and the same shall thereupon become and shall automatically be immediately due and payable without presentmentany action on the part of the Holder. (b) Subsection (a) above, demandhowever, protest is subject to the conditions that if, at any time after the outstanding principal of the Note shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Company shall pay or shall deposit with the Holder a sum sufficient to pay installments of accrued and unpaid interest upon the Note and the outstanding principal of the Note that shall have become due otherwise than by acceleration (with interest on overdue installments of accrued and unpaid interest to the extent that payment of such interest is enforceable under applicable Law, and on such principal at the rate per annum borne by the Note plus one percent), and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default under the Note, other notice than the nonpayment of any kindthe principal of and accrued and unpaid interest on the Note that shall have become due solely by such acceleration, all of which are hereby expressly shall have been cured or waived, then and an action therefor in every such case the Holder, by written notice to the Company, may waive all Default or Events of Default with respect to the Note and rescind and annul such declaration and its consequences and such Default shall immediately accrue. 7.2.2 In additioncease to exist, if an and any Event of Default occurs, Lender shall have all rights and remedies granted herein and in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) arising therefrom shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion deemed to have been cured for every purpose of the Collateral, at the sole discretion of LenderNote; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in but no event be construed as a such waiver or release thereof rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electright consequent thereon.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (m) of Section 9.1 hereof shall occur and be continuing, Lender the Agent and the Banks shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the Agent may, and upon the request of the Required Banks shall, (i) by written notice to Borrowerthe Borrowers, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrowers to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Co-Borrowers to, and the Co-Borrowers shall thereupon, deposit in a non-interest-bearing account with the Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the maximum amount currently or at any time thereafter available to be drawn on all outstanding Letters of Credit, and the Co-Borrowers hereby pledge to the Agent and the Banks, and grant to the Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Agent shall immediately accrue.return such cash collateral to the Co-Borrowers; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (n) or (o) of Section 9.1 hereof shall occur, Lender the Banks shall be under no further obligation to make Loans hereunder, and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrowers to the Banks hereunder and thereunder shall be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and the Agent may, and upon the request of the Required Banks shall, require the Co-Borrowers to provide cash collateral as set forth in Section 9.2(a)(ii); and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof, and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world, shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to Borrowers or such Loan Party, to set off against and in apply to the then unpaid balance of all the Loans and all other obligations of the Borrowers and the other Loan Documents Parties hereunder or under any other Loan Document any debt owing to, and all rights any other funds held in any manner for the account of, the Borrowers or remedies available at law (such other Loan Party by such Bank or participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by the UCCBorrowers or such other Loan Party for its own account (but not including funds held in custodian or trust accounts or payroll withholding tax accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of the Borrowers or such other Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any security, right or remedy available to any Bank or the Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Agent shall have accelerated the maturity of Loans of the Borrowers pursuant to any of the foregoing provisions of this Section 9.2, the Agent or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a secured party receiver, and, if such amount shall have become due, by declaration or otherwise otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the Agent or such Bank; and (including specifically those granted e) From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Uniform Commercial Code Agent, or any part thereof, or the exercise of any other remedy by the Agent, shall be applied as follows: (i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in effect connection with collection of any obligations of any of the Loan Parties under any of the Loan Documents; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the jurisdiction Agent may determine in its discretion; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or jurisdictions where in any of the Collateral is located) andother Loan Documents, except as limited by the Agent shall have all of the rights and remedies under applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynonexclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post-default rights granted to the Agent and the Banks under the Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 If an Event of Default occursoccurs with respect to the Customer, Lender maythe Bank shall have the right to perform the Early Termination as of the time it has become aware of the Event of Default. The Bank shall notify the Customer, in an electronic form, in writing or by phone, of the Early Termination. Immediately after having become aware of the occurrence of Event of Default with respect to the Bank, the Customer shall notify the Bank, by notice to Borrowerfax, declare in an electronic form or in writing, of stating the unpaid principal amount occurrence of Event of Default. On the basis of the Note notice referred to in the foregoing sentence, provided it is not unfunded, the Bank shall set the Early Termination Date that may not fall later than on the twentieth (20th) Business Day after the notice referred to in the foregoing sentence and interest accrued thereon and all other Obligations and liabilities of Borrower hereunder or under perform the Note or Early Termination as at the Loan Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if set date. If an Event of Default occursoccurs with respect to a Party, Lender then as of the time it has become aware of the Event of Default, the Non-Defaulting Party shall have all rights and remedies granted herein and the right to refrain from paying any amounts in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion favour of the CollateralDefaulting Party under the Transaction, at save for the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that Term Savings Deposits and the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to beTerm Deposit Transactions, and shall benot be obligated to pay any late payment interest thereunder. The said right shall be vested in the Non-Defaulting Party until the Event of Default ceases to exist or becomes remedied and the Defaulting Party has settled any and all liabilities under the Master Agreement and the Transactions. As of the Early Termination Date, nonexclusivethe obligations of the Bank and the Customer (whether due or not) arising from the Transactions (save for the Term Savings Deposits and Term Deposit Transactions) shall become the obligation to determine and pay the Early Termination Amount (which, however, shall not constitute a novation within the meaning of Article 506 § 1 of the Civil Code). To The Early Termination Amount calculated by the fullest extent permitted by applicable Law, Lender may resort Bank as at the Early Termination Date shall be equal to the rightssum of the following values: the sum of the due or undue liabilities of the Bank and the Customer under the Transactions (save for the Term Savings Deposits and Term Deposit Transactions) calculated in the manner set out for calculating the Net Present Value of each Transaction subject to the Early Termination, remedies and recourses set forth herein the value of the matured liabilities due and any payable by each Party under the Transactions (other security therefor than the Term Savings Deposits and Term Deposit Transactions). After calculating the Early Termination Amount, the Bank shall either credit (if the Early Termination Amount is payable to the Customer) or debit (if the Early Termination Amount is payable to the Bank) the Customer’s Settlement Account maintained with the Bank. Any calculations related to the computing of the Early Termination Amount are performed by the Bank. After having calculated the Early Termination Amount and performed the Early Termination, the Bank shall notify the Customer about the value of the Early Termination Amount in such order the manner specified in § 10.1 above. If the Customer requests so in writing, the Bank shall substantiate the Early Termination Amount calculated by the Bank. The Bank shall have the right to request to be reimbursed for, and manner as Lender the Customer shall cover all documented costs and charges related to the Early Termination. The Bank may electalso seek compensation on general terms in accordance with provisions of the Civil Code.

Consequences of Event of Default. 7.2.1 Sections 8.02(a) and (b) are amended to read in their entirety as follows: (a) If an Event of Default occursspecified in any of items (a) through (k) or item (n) or (o) of Section 8.01 shall occur and be continuing, Lender the Lenders shall be under no further obligation to make Loans hereunder, the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder and the Agent may, and upon the request of the Required Lenders shall, by written notice to the Borrower, terminate the Revolving Credit Commitment and declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Lenders, the Agent and liabilities of Borrower hereunder or under the Note or the Loan Documents Issuing Bank to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Lender, the Agent and the Issuing Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; provided, and an action therefor shall immediately accrue.however, that no acceleration will occur under any agreement creating a Derivative unless that agreement, by its own terms provides for such acceleration; and" 7.2.2 In addition, if an (b) If any Event of Default occursspecified in item (l) or (m) of Section 8.01 shall occur, Lender the Lenders shall have be under no further obligations to make Loans hereunder, the Issuing Bank shall be under no further obligation to issue or amend Letters of Credit hereunder, the Revolving Credit Commitment shall be terminated and the unpaid principal amount of the Notes then outstanding and all rights interest accrued thereon, any unpaid fees and remedies granted herein all other Indebtedness of the Borrower to the Lenders, the Agent and in the Issuing Bank and under the other Loan Documents shall be immediately due and all rights or remedies available at law (includingpayable, without limitationpresentment, the UCC) demand, protest or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Lawnotice of any kind, all remedies of Lender which are hereby expressly waived; further, during the sixty (i60) day period referred to in item (l) the Lenders shall be cumulative under no further obligation to make Loans and concurrentthe Issuing Bank shall be under no further obligation to issue or amend Letters of Credit; (ii) may be pursued separatelyprovided, successively or concurrently against Borrower or against all or however, that no acceleration will occur under any portion of the Collateralagreement creating a Derivative unless that agreement, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in its own terms provides for such order and manner as Lender may elect.acceleration

Consequences of Event of Default. 7.2.1 (a) If an any Event of Default occursspecified under Section 6.1 (other than subsection (o) thereof) shall occur and be continuing beyond any applicable cure period, Lender may, by notice to Borrower, declare the unpaid balance of all the principal amount of the Note and interest accrued thereon on the Term Note, the BCC Note, and the Deferred Purchase Price Note, and all other Obligations obligations of the Borrower and liabilities other members of Borrower hereunder or the Obligated Group hereunder, under the Note or remainder of the Loan Documents to Documents, the Management Agreements and the Subordinate Mortgage shall be immediately due and payable and the same shall thereupon become and be immediately due and payable automatically without presentment, demand, protest protest, notice of default, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if (b) If an Event of Default occursspecified in subsection (o) of Section 6.1 shall occur, Lender LMR shall have all rights and remedies granted herein and twenty (20) Business Days by which to cure such Event of Default by substituting in the other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equity, whether as place of LMR a secured party guarantor meeting such minimum Net Worth requirement or otherwise providing additional collateral as may be acceptable to Ocwen, in its reasonable discretion. (including specifically those granted by c) If an Event of Default shall occur and continue beyond any applicable cure period, that is a monetary default in payments (of any nature or type) due, Ocwen shall have the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is locatedright to require a lockbox pursuant to that certain Lockbox and Blocked Account Agreement of even date herewith with respect to (a) and, except as limited by Law, all remedies of Lender payments due from (i) shall be cumulative and concurrent; the Licensee, if still in existence, (ii) may the individual residents of each Project Property under and pursuant to Residency Agreements, which payments would otherwise be pursued separatelymade by such residents to the Management Company, successively or concurrently against Borrower or against all or any portion of the Collateral, at the sole discretion of Lender; and (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other righttenants of the Project Properties, remedy or recourse; and (ivb) are intended all other revenues payable to beBalanced Care, Borrower, Licensee, or a Management Company in connection with the Project Properties. (d) If an Event of Default shall occur and continue beyond any applicable cure period, the Borrower, the Licensee, if applicable, and shall bethe Management Companies shall, nonexclusive. To to the fullest extent permitted by applicable Lawlaw, Lender may resort to each cooperate in all reasonable respects with Ocwen or their designees or assignees in effectuating the rightsassignment or transfer of any and all licenses, remedies and recourses set forth herein permits, certifications and any other governmental approvals (including but not limited to Medicare and Medicaid provider numbers and participation agreements, if applicable) required, necessary or desirable in connection with the operation, use, or maintenance of the Project Properties as long-term care facilities. In addition, in the event an assignment or other transfer of the foregoing is not permitted or not possible, Borrower, the Licensee, if applicable, and the Management Companies shall each cooperate in all reasonable respects with Ocwen or their designees to obtain new licenses, permits, certifications, and any other governmental approvals (including but not limited to Medicare and Medicaid provider numbers and participation agreements, if applicable) required, necessary or desirable in connection with the operation, use, or maintenance of the Project Properties as long-term care facilities. The Borrower, the Licensee, if applicable, and the Management Companies, shall each also cooperate in all reasonable respects with Ocwen or their designees or assignees in effectuating a transfer of medical, financial and any other records as may be necessary for Ocwen to exercise its remedies and to foreclose upon, own and operate the Project Properties. (e) If an Event of Default shall have occurred and continue beyond any applicable cure period, the Borrower, the Licensee, if applicable, the Management Companies, and Balanced Care shall, to the extent permitted by applicable law, each cooperate in all reasonable respects with Ocwen or their designee or assignees in effectuating an assignment or transfer of any and all contracts to which Borrower, the Licensee, the Management Companies or Balanced Care is a party and which are required, necessary or desirable in order for Borrower, the Licensee, or the Management Companies, as applicable, to operate the Project Properties as assisted living or licensed residential care facilities, or other types of long-term care facilities, including but not limited to Residency Agreements (quasi real property leases), Medicare and Medicaid provider agreements and other agreements with governmental agencies, if applicable, and other income-producing or income-generating contracts for Borrower, the Licensee, the Management Company, the business(es) of any of the foregoing, including but not limited to the ownership and operation of the Project Properties, service agreements of every nature or type, and various other vendor contracts. In addition, in the event an assignment or other transfer of the foregoing contract rights is not permitted or not possible, Borrower, the Licensee, the Management Companies, and Balanced Care shall each cooperate in all reasonable respects with Ocwen or their designees to obtain new and substitute contracts issued in the name of and in favor of Ocwen or its designee securing the same benefits, services, and/or income or payments as the prior contracts secured in favor of the Borrower, Licensee, Management Company, or Balanced Care prior to the Event of Default. (f) If an Event of Default shall occur and be continuing beyond any applicable cure period, Ocwen shall be entitled to inspect, at any time, subject to the rights of individual residents under Residency Agreements, each of the Project Properties without providing advance notice thereof to Borrower or any other party of such inspection, and Borrower and Balanced Care, jointly and severally, shall be required to pay all of Ocwen's costs, whether third-party or incurred by Ocwen employees, officers, or agents, associated with such physical inspection. (g) If an Event of Default shall occur and be continuing beyond any applicable cure period, that is a monetary default in payments (of any nature or type) due, Ocwen shall be entitled to segregate Accounts in connection with the security therefor interests in such order revenues and manner gross receipts as Lender may electdescribed in the Security Documents. (h) If an Event of Default shall occur and be continuing beyond any applicable cure period, the maximum management fees payable to the Management Companies shall be reduced, as set forth in Section 15 of the Negative Covenants set forth on Exhibit B hereof.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under paragraphs (a) through (o) of Section 6.01 shall occur, Lender may, the Lenders shall be under no further obligation to make any Term Loans hereunder and the Lenders by notice to Borrower, the Borrower may declare the unpaid principal amount balance of each of the Note Term Notes then outstanding and interest accrued thereon and all other Obligations obligations and liabilities of the Borrower hereunder or and thereunder and under the Note or the other Loan Documents to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue. 7.2.2 In addition, if (b) If an Event of Default occursspecified under paragraphs (p) through (r) of Section 6.01 shall occur, Lender the Lenders shall have be under no further obligation to make any Term Loans hereunder and the unpaid balance of each of the Term Notes, outstanding and interest accrued thereon and all rights other obligations and remedies granted herein liabilities of the Borrower hereunder and in thereunder and under the other Loan Documents shall be immediately due and all rights or remedies available at law (includingpayable, without limitationpresentment, the UCCdemand, protest or notice of any kind, all of which are hereby expressly waived. (c) or equity, whether Except as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect set forth in the jurisdiction Pledge Agreement, with respect to proceeds received from the sale or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion other disposition of the Collateral, at the sole discretion all moneys paid or collected under this Agreement after an Event of Lender; (iii) may Default shall be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort applied to the rights, remedies Debt and recourses set forth herein and any other security therefor in such order and manner as paid to each Lender may electon a pro rata basis based on its respective pro rata share of the outstanding principal amount of the Term Loans.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (k) of Section 9.1 hereof shall occur and unless such Event of Default has been waived by or cured to the reasonable satisfaction of the Required Banks (or larger fraction of the Banks if required hereunder), Lender maythe Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the Agent, upon the request of the Required Banks, shall by written notice to Borrower, the Borrower declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon and all other Obligations and liabilities Indebtedness of Borrower hereunder or under the Note or the Loan Documents Parties to the Banks hereunder and thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accrue.; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (l) or (m) of Section 9.1 hereof shall occur, Lender the Banks and the Agent shall be under no further obligation to make Loans or issue Letters of Credit hereunder, and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon and all other Indebtedness of the Loan Parties to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) In case an Event of Default shall occur that has not been waived by or cured to the reasonable satisfaction of the Required Banks, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Senior Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, Subsidiary or Affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to any Loan Party, to set-off against and in apply to the other Loan Documents then unpaid balance of all the Loans and all rights other obligations of the Loan Parties hereunder or remedies available at law (under any other Senior Loan Document any debt owing to, and any other funds held in any manner for the account of, any Loan Party by such Bank or participant or by such branch, Subsidiary or Affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by any Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, Subsidiary or Affiliate. Such right shall exist whether or not any Bank or the UCC) Agent shall have made any demand under this Agreement or equityany other Senior Loan Document, whether or not such debt owing to or funds held for the account of the Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Agent; and (d) From and after the date on which the Agent has taken any action pursuant to this Section 9.2 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Agent from any sale or other disposition of the Collateral, or any part thereof, or from the exercise of any other remedy by the Agent shall be applied as follows: (i) first, to reimburse the Agent and the Banks for out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of any of the Loan Parties under any of the Senior Loan Documents, including advances made by the Banks or any one of them or the Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the repayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Senior Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Agent may determine in its discretion; and (iii) the balance, if any, as required by Law. (e) In addition to all of the rights and remedies contained in this Agreement or in any of the other Senior Loan Documents, the Agent shall have all of the rights and remedies of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separatelynon-exclusive, successively or concurrently against Borrower or against all or any portion of to the Collateral, at the sole discretion of Lender; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by Borrower that the exercise or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by Law. The Agent may, and upon the request of the Required Banks shall, exercise all post- default rights granted to the Agent and the Banks under the Senior Loan Documents or applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may elect.

Consequences of Event of Default. 7.2.1 (a) If an Event of Default occursspecified under subsections (a) through (o) of Section 9.01 hereof shall occur and be continuing, Lender maythe Banks shall be under no further obligation to make Loans hereunder and the Administrative Agent upon the request of the Required Banks, shall (i) by written notice to the Borrower, declare the unpaid principal amount of the Note Notes then outstanding and all interest accrued thereon thereon, any unpaid fees and all other Obligations Indebtedness of the Borrower to the Banks hereunder and liabilities of Borrower hereunder or under the Note or the Loan Documents thereunder to be immediately forthwith due and payable payable, and the same shall thereupon become and be immediately due and payable to the Administrative Agent for the benefit of each Bank without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived, and (ii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest bearing account with the Administrative Agent, as cash collateral for its obligations under the Loan Documents, an action therefor amount equal to the 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 Administrative Agent and the Banks, and grants to the Administrative Agent and the Banks a security interest in, all such cash as security for such obligations. Upon the curing of all existing Events of Default to the satisfaction of the Required Banks, the Administrative Agent shall immediately accrue.return such cash collateral to the Borrower; and 7.2.2 In addition, if (b) If an Event of Default occursspecified under subsections (p) or (q) of Section 9.01 hereof shall occur, Lender the Banks shall be under no further obligations to make Loans hereunder and the unpaid principal amount of the Notes then outstanding and all interest accrued thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks hereunder and thereunder shall be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived; and (c) If an Event of Default shall occur and be continuing, any Bank to whom any obligation is owed by any Loan Party hereunder or under any other Loan Document or any participant of such Bank which has agreed in writing to be bound by the provisions of Section 10.13 hereof and any branch, subsidiary or affiliate of such Bank or participant anywhere in the world shall have the right, in addition to all other rights and remedies granted herein available to it, without notice to such Loan party, to set-off against and in apply to the then unpaid balance of all the Loans and all other obligations of such Loan party hereunder or under any other Loan Documents Document any debt owing to, and all rights any other fund held in any manner for the account of, such Loan Party by such Bank or remedies available at law (participant or by such branch, subsidiary or affiliate, including, without limitation, all funds in all deposit accounts (whether time or demand, general or special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by such Loan Party for its own account (but not including funds held in custodian or trust accounts) with such Bank or participant or such branch, subsidiary or affiliate. Such right shall exist whether or not any Bank or the UCCAdministrative Agent shall have made any demand under this Agreement or any other Loan Document, whether or not such debt owing to or funds held for the account of such Loan Party is or are matured or unmatured and regardless of the existence or adequacy of any Collateral, Guaranty or any other security, right or remedy available to any Bank or the Administrative Agent; and (d) If an Event of Default shall occur and be continuing, and whether or not the Administrative Agent shall have accelerated the maturity of Loans of the Borrower pursuant to any of the foregoing provisions of this Section 9.02, the Agents or any Bank, if owed any amount with respect to the Notes, may proceed to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, including as permitted by applicable Law the obtaining of the ex parte appointment of a -------- receiver, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of the agent or such Bank; and (e) From and after the date on which the Administrative Agent has taken any action pursuant to this Section 9.02 and until all obligations of the Loan Parties have been paid in full, any and all proceeds received by the Administrative Agent from any sale or other disposition of the Collateral, or any part thereof, or the exercise of any other remedy by the Administrative Agent, shall be applied as follows: (i) first, to reimburse the Administrative Agent and the Banks for reasonable out-of-pocket costs, expenses and disbursements, including without limitation reasonable attorneys' fees and legal expenses, incurred by the Administrative Agent or the Banks in connection with realizing on the Collateral or collection of any obligations of the Loan Parties under any of the Loan Documents, including advances made by the Banks or any one of them or the Administrative Agent for the reasonable maintenance, preservation, protection or enforcement of, or realization upon, the Collateral, including without limitation, advances for taxes, insurance, repairs and the like and reasonable expenses incurred to sell or otherwise realize on, or prepare for sale or other realization on, any of the Collateral; (ii) second, to the prepayment of all Indebtedness then due and unpaid of the Loan Parties to the Banks incurred under this Agreement or any of the Loan Documents, whether of principal, interest, fees, expenses or otherwise, in such manner as the Administrative Agent may reasonably determine in its discretion and with respect to principal, interest, and fees, shall be made in proportion to the Ratable Share of each Bank; and (iii) the balance, if any, as required by Law. (f) In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Administrative Agent and the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party or otherwise (including specifically those granted by under the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by other applicable Law, all of which rights and remedies of Lender (i) shall be cumulative and concurrent; non- exclusive, to the extent permitted by Law. The Administrative Agent may, and upon the request of the Required Banks shall (iior shall, if applicable cause the Collateral Agent to), exercise all post-default rights granted to the Administrative Agent (or Collateral Agent, as the case may be) and the Banks under the Loan Documents or applicable Law. (g) Following the occurrence and continuance of an Event of Default, the Borrower, at its cost and expense (including the cost and expense of any of the following referenced consents, approvals, etc.) will promptly execute and deliver or cause the execution and delivery of all applications, certificates, instruments, registration statements, and all other documents and papers the Administrative Agent may be pursued separatelyrequest in connection with the obtaining of any consent, successively approval, registration, qualification, permit, license, accreditation, or concurrently against authorization of any other Official Body or other person necessary or appropriate for the effective exercise of any rights hereunder or under the other Loan Documents. Without limiting the generality of the foregoing, the Borrower agrees that in the event the Administrative Agent or against all the Collateral Agent on behalf of the Banks shall exercise its rights, hereunder or pursuant to the other Loan Documents, to sell, transfer, or otherwise dispose of, or vote, consent, operate, or take any portion other action in connection with any of the Collateral, at the sole discretion of Lender; Borrower shall execute and deliver (iiior cause to be executed and delivered) may be exercised as often as occasion therefor shall ariseall applications, it being agreed by Borrower certificates, assignments, and other documents that the exercise or failure Administrative Agent requests to exercise any rights or remedies facilitate such actions and shall in no event be construed as a waiver or release thereof or of any other rightotherwise promptly, remedy or recourse; and (iv) are intended to befully, and shall be, nonexclusive. To diligently cooperate with the fullest extent permitted by applicable Law, Lender may resort to Administrative Agent or the rights, remedies and recourses set forth herein Collateral Agent and any other security therefor necessary persons in making any application for the prior consent or approval of any Official Body or any other person to the exercise by the Administrative Agent or the Collateral Agent on behalf of the Banks of any of such order rights relating to all or any of the Collateral. Furthermore, because the Borrower agrees that the remedies at law, of the agent on behalf of the Banks, for failure of the Borrower to comply with the provisions of Section 8.01(f) and manner as Lender may elect.of this Section 9.02(g) would be inadequate and that any such failure would not be adequately compensable in damages, the Borrower agrees that the covenants of Sections 8.01(f) and 9.02

Consequences of Event of Default. 7.2.1 (a) Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings. If an any Event of Default occursspecified under Section 10.1 shall occur and be continuing, the Lenders and the Administrative Agent shall be under no further obligation to make Loans and the Issuing Lender shall be under no obligation to issue Letters of Credit and the Administrative Agent may, by notice and upon the request of the Required Lenders shall, take any or all of the following actions: (i) declare the commitment of each Lender to Borrowermake Loans and any obligation of the Issuing Lender to issue, amend or extend Letters of Credit to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of the Note and all outstanding Loans, all interest accrued thereon and unpaid thereon, and all other Obligations and liabilities of Borrower amounts owing or payable hereunder or under the Note or the any other Loan Documents Document to be immediately due and payable and the same shall thereupon become and be immediately due and payable payable, F-77 161957986_3 without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waivedwaived by the Borrower; (iii) require the Borrower to, and the Borrower shall thereupon, deposit in a non-interest-bearing account with the Administrative Agent, as Cash Collateral for its Obligations under the Loan Documents, an action therefor shall immediately accrue.amount equal to the Minimum Collateral Amount for all outstanding Letters of Credit, and the Borrower hereby pledges to the Administrative Agent and the Lenders, and grants to the Administrative Agent and the Lenders a security interest in, all such Cash Collateral as security for such Obligations; and 7.2.2 In addition(iv) exercise on behalf of itself, if an Event of Default occurs, the Lenders and the Issuing Lender shall have all rights and remedies granted herein available to it, the Lenders and in the other Issuing Lender under the Loan Documents Documents; provided that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the Issuing Lender to issue, amend or extend any Letter of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all rights or remedies available at law (includinginterest and other amounts as aforesaid shall automatically become due and payable, without limitation, and the UCC) or equity, whether as a secured party or otherwise (including specifically those granted by the Uniform Commercial Code as in effect in the jurisdiction or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all or any portion obligation of the Collateral, at the sole discretion of Lender; Borrower to provide Cash Collateral as set forth in clause (iii) may be exercised as often as occasion therefor above shall ariseautomatically become effective, it being agreed by Borrower that in each case without further act of the exercise Administrative Agent or failure to exercise any rights or remedies shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be, and shall be, nonexclusive. To the fullest extent permitted by applicable Law, Lender may resort to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electLender.