Common use of Events of Defaults and Remedies Clause in Contracts

Events of Defaults and Remedies. The following events shall be considered Events of Default with respect to this Note: (a) the Borrower shall default in the payment of any part of the principal or unpaid accrued interest on this Note when due; (b) the Borrower or any of its subsidiaries shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower or any subsidiary, or of all or any substantial part of the properties of the Borrower or any subsidiary, or the Borrower or any subsidiary or any of their respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower or any subsidiary; (c) within thirty (30) days after the commencement of any proceeding against the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made by the Borrower or any subsidiary in this Note or any agreement or instrument provided to the Holder in accordance with the specific terms and conditions of this Note shall prove to have been incorrect when made in any material respect; (e) the Borrower or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower; (f) any material judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a material part of the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy; or (g) this Note is deemed to be unenforceable. Upon the occurrence of an Event of Default under Section 4 hereof, at the option and upon the declaration of the Holder of this Note, the entire unpaid principal and accrued and unpaid interest on this Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise. The Borrower shall promptly notify the Holder of the occurrence of any Event of Default.

Events of Defaults and Remedies. The following events shall be considered Events of Default with respect to this Note: (a) Any of the Borrower following events or conditions shall constitute an event of default hereunder: (i) Applicant defaults in respect of any payment due Bank under this Agreement or in the payment performance of any part obligation, agreement, term or condition of the principal this Agreement or unpaid accrued interest on this Note when dueany other agreement with Bank; (bii) the Borrower or Applicant becomes insolvent, makes any of its subsidiaries shall make an assignment for the benefit of creditors, files or shall admit in writing its inability to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file suffers the filing of any petition or answer seeking action for itself any reorganizationrelief under the provisions of the Bankruptcy Code or other similar laws for the relief of, arrangementor relating to, compositiondebtors, readjustment(iii) the voluntary or involuntary appointment of a receiver, dissolution trustee, custodian or similar relief under official to take possession of a material portion of Applicant’s property and which is not dismissed or discharged within 60 days; (iv) any present representation made (or future statute, law deemed made pursuant to the terms of this Agreement or regulationany other agreement between Applicant and Bank) in any financial statement or in any other statement or document presented to Bank by, or shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary in any such proceedingon Applicant’s behalf is, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower or any subsidiary, or of all or any substantial part of the properties of the Borrower or any subsidiary, or the Borrower or any subsidiary or any of their respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower or any subsidiary; (c) within thirty (30) days after the commencement of any proceeding against the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made by the Borrower or any subsidiary in this Note or any agreement or instrument provided to the Holder in accordance with the specific terms and conditions of this Note shall prove to have been incorrect when made in any material respect, false or misleading when made or deemed made; or (v) the reorganization, merger or consolidation of Applicant, or the making of any agreement therefor, without the prior written consent of Bank, provided, that if Applicant is the surviving corporation in any such reorganization, merger or consolidation, the consent of Bank shall not be required. (b) Upon the occurrence and during the continuance of any event of default, Bank may pursue any remedy available at law or in equity to secure, collect, enforce, or satisfy the obligations of Applicant under this Agreement, whether present or future, absolute or contingent, or due or to become due (the “Obligations”), whether against Applicant or other person, whether under this Agreement or any separate security agreement, guaranty, or other agreement or undertaking supporting this Agreement, and whether under the law applicable to letter of credit agreements or to unjust enrichment, subrogation, setoff, possessory liens, warranties on presentation, or otherwise. Bank may pursue its rights and remedies separately, successively, or concurrently. (c) An amount equal to the full undrawn amount of all issued and unexpired Credits shall become immediately due and payable in immediately available funds by Applicant to Bank, as cash collateral for such Credits and the Obligations, at the option of Bank, upon and during the continuance of (i) any event of default; (eii) the Borrower or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect on change in the business, assets business or financial condition of the BorrowerApplicant; (fiii) any material judgment, writ, warrant change or threatened change in the direct or indirect ownership or control of attachment Applicant or execution or similar process shall be issued or levied against a material part that segment of Applicant’s business in the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levyunderlying transaction; or (giv) any Applicant injunction action, beneficiary wrongful dishonor action, or other event that threatens to extend or increase Bank’s contingent liability beyond the time, amount or other limit provided in the Credit or this Note is deemed to be unenforceableAgreement. Upon expiry of all such Credits, and after application of any amounts paid to Bank pursuant to the occurrence of an Event of Default under Section 4 hereofpreceding sentence to the Obligations: (i) Applicant shall remain liable for any deficiency remaining; and (ii) provided the Obligations have been irrevocably satisfied in full and this Agreement terminated, Bank shall refund any surplus remaining. Interest on such cash collateral shall accrue to Applicant at the option and upon the declaration of the Holder then prevailing federal funds rate for each day until paid to Applicant. For purposes of this Noteparagraph 6(c), the entire unpaid principal and accrued and unpaid interest on this Note shall, without Applicant hereby expressly waives presentment, demand, protest, protest or further notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise. The Borrower shall promptly notify the Holder of the occurrence of any Event of Default.

Events of Defaults and Remedies. 8.1 The occurrence of any of the following events, or events similar thereto, shall be considered Events each constitute an Event of Default with respect by the Borrower: a) Default (including, but not limited to, any payment default) has occurred in the performance of any covenant, condition or agreement on the part of the Borrower/s under the Facility or on the part of any other person. b) Breach of any representation, warranty, declaration or confirmation under the Facility or any other Transaction Document has occurred / been committed and /or the Borrower/s has/have committed any fraud/ failed to this Notesubmit any material information as required under the Application Form/Sanction. c) The Borrower/s has, or there is a reasonable apprehension that the Borrower/s has or would voluntarily or involuntarily become the subject of proceedings under any bankruptcy or Insolvency law, or is voluntarily or involuntarily dissolved, becomes bankrupt or insolvent or if the Borrower/s has taken or suffered to be taken any action for reorganization, liquidation or dissolution or insolvency or bankruptcy or if a receiver or liquidator has been appointed or allowed to be appointed of/over all or any part of the Security and/or any other properties of the Borrower/s or if an attachment or distraint has been levied on the Security or the Borrower/s’ other assets or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the Borrower/s or if one or more judgements or decrees have been rendered or entered against the Borrowers. d) Death of the Borrower/s or any one of them or if the Borrower/s ceases or threatens to cease to carry on any of its businesses or gives notice of its intention to do so or if all or any part of the assets of the Borrower/s required or essential for its business or operations are damaged or destroyed or there occurs any change from the date of submission of the Application in the general nature or scope of the business, operations, management or ownership of the Borrower/s which could have a Material Adverse Effect. e) Default under any other agreement between borrower and any other creditor; f) Any government, governmental authority, agency, official or entity take or threatens any action: (a) for dissolution of the Borrower shall default Borrower/s or any action which deprives or threatens to deprive the Borrower/s: (1) from conducting any of its businesses or carrying out its operations in the payment manner it is being conducted or carried out, or (2) of the use of any part of the principal or unpaid accrued interest on this Note when due; its assets: (b) to revoke or terminate or to refuse to provide or renew any authorization or to impose onerous conditions on or on the grant or renewal of any authorization. g) If the Borrower creates or attempts to create any encumbrance/charge over the Security created in favour of the Bank, without written permission of the Bank; h) If there is any deterioration or impairment of the Asset or any part thereof or any decline in the value or market price thereof (whether actual or reasonably anticipated), or any event occurs which causes or may in the opinion of its subsidiaries shall make an assignment the Bank cause the Security or any part thereof to become unsatisfactory as to character or value. i) It is or becomes unlawful for the benefit Borrower/s or any person (including RBL Bank) to perform any of creditors, their respective obligations under the Transaction Document. j) The Borrower/s is unable or shall admit has admitted in writing its inability to pay any of its debts Indebtedness as they become mature or when due, or shall file a voluntary petition for bankruptcy, or shall file . The Borrower/s commit/s any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief default under any present other agreement with the Bank or future statute, law or regulation, or its Affiliates. 8.2 The Borrower/s shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary promptly notify RBL Bank in any such proceeding, or shall seek or consent to or acquiesce in the appointment writing upon becoming aware of any trustee, receiver or liquidator of the Borrower or default and any subsidiary, or of all or any substantial part of the properties of the Borrower or any subsidiary, or the Borrower or any subsidiary or any of their respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower or any subsidiary; (c) within thirty (30) days after the commencement of any proceeding against the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made by the Borrower or any subsidiary in this Note or any agreement or instrument provided to the Holder in accordance with the specific terms and conditions of this Note shall prove to have been incorrect when made in any material respect; (e) the Borrower or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower; (f) any material judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a material part of the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy; or (g) this Note is deemed to be unenforceable. Upon the occurrence of event which constitutes an Event of Default under Section 4 hereofand the steps, at the option if any, being taken to remedy it. The decision of RBL Bank as to whether or not an Event of Default has occurred shall be final and binding upon the declaration of the Holder of this Note, the entire unpaid principal and accrued and unpaid interest on this Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise. The Borrower shall promptly notify the Holder of the occurrence of any Event of Default.Borrower/s.

Events of Defaults and Remedies. The following events shall be considered Events of Default with respect to this Note: (a) If (i) the Borrower City shall default fail (A) to pay any Rental Payment payable hereunder when the same becomes due and payable, time being expressly declared to be of the essence in this Lease Agreement, or (B) to keep, observe or perform any other term, covenant or condition contained herein to be kept or performed by the City, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee or the Insurer, the Authority, or the Owners of not less than 5% of the aggregate principal amount of the Bonds at the time Outstanding; provided, however, that if the failure stated in the payment notice can be corrected, but not within such 30 day period, such failure shall not constitute a Lease Default Event hereunder if corrective action is instituted by the City within such 30 day period, the Insurer consents in writing to an extended period of time, and the City shall thereafter diligently and in good faith cure such failure in a reasonable period of time, provided, further, that, unless consented to by the Trustee and the Insurer, such period of time shall not exceed 180 days, (ii) except as otherwise provided in Article VIII hereof, the City’s interest in this Lease Agreement or any part thereof be assigned or transferred, either voluntarily or by operation of law or otherwise, (iii) the City or the Authority shall commence a voluntary case under Title 11 of the United States Code or any substitute or successor statute, or (iv) the City shall fail to observe and perform any of the covenants, agreements or conditions on its part in the Indenture contained, if such failure shall have continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, shall have been given to the City by the Trustee or the Insurer, the Authority or the Owners of not less than 5% of the aggregate principal amount of the Bonds at the time Outstanding; provided, however, that if the failure stated in the notice can be corrected, but not within such 30 day period, such failure shall not constitute a Lease Default Event hereunder if corrective action is instituted by the City within such 30 day period, the Insurer consents in writing to an extended period of time, and the City shall thereafter diligently and in good faith cure such failure in a reasonable period of time, provided, further, that, unless consented to by the Trustee and the Insurer, such period of time shall not exceed 180 days, such failure or unpaid accrued interest on event shall constitute a Lease Default Event under this Note when due; Lease Agreement. (b) Upon the Borrower or occurrence of any Lease Default Event hereunder, the Authority, in addition to all other rights and remedies it may have at law, shall have the option to do any of its subsidiaries shall make an assignment the following: (i) To terminate this Lease Agreement in the manner hereinafter provided on account of such Lease Default Event, notwithstanding any re-entry or re-letting of the Property as hereinafter provided for in subparagraph (ii) hereof, and to re-enter the Property and remove all persons in possession thereof and all personal property whatsoever situated upon the Property and place such personal property in storage in any warehouse or other suitable place, for the benefit account of creditorsand at the expense of the City. In the event of such termination, the City agrees to surrender immediately possession of the Property, without let or hindrance, and to pay the Authority all damages recoverable at law that the Authority may incur by reason of such Lease Default Event, including, without limitation, any costs, loss or damage whatsoever arising out of, in connection with, or shall admit in writing its inability incident to pay its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary in any such proceeding, or shall seek or consent to or acquiesce in re- entry upon the appointment Property and removal and storage of any trustee, receiver or liquidator of the Borrower or any subsidiary, or of all or any substantial part of the properties of the Borrower or any subsidiary, or the Borrower or any subsidiary or any of their respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower or any subsidiary; (c) within thirty (30) days after the commencement of any proceeding against the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made property by the Borrower Authority or any subsidiary in this Note or any agreement or instrument provided to the Holder its duly authorized agents in accordance with the specific provisions herein contained. Neither notice to pay Rental Payments or to deliver up possession of the Property given pursuant to law nor any entry or re-entry by the Authority nor any proceeding in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property nor the appointment of a receiver upon initiative of the Authority to protect the Authority’s interest under this Lease Agreement shall of itself operate to terminate this Lease Agreement, and no termination of this Lease Agreement on account of a Lease Default Event hereunder shall be or become effective by operation of law or acts of the parties hereto, or otherwise, unless and until the Authority shall have given written notice to the City of the election on the part of the Authority to terminate this Lease Agreement. The City covenants and agrees that no surrender of the Property or of the remainder of the term hereof or any termination of this Lease Agreement shall be valid in any manner or for any purpose whatsoever unless stated by the Authority by such written notice. (ii) Without terminating this Lease Agreement, (A) to collect each installment of Rental Payments as the same become due and enforce any other terms or provisions hereof to be kept or performed by the City, regardless of whether or not the City has abandoned the Property, or (B) to exercise any and all rights of entry and re-entry upon the Property. In the event the Authority does not elect to terminate this Lease Agreement in the manner provided for in subparagraph (i) hereof, the City shall remain liable and agrees to keep or perform all covenants and conditions herein contained to be kept or performed by the City and, if the Property is not re-let, to pay the full amount of the Rental Payments to the end of the term of this Lease Agreement or, in the event that the Property is re-let, to pay any deficiency in Rental Payments that results therefrom; and further agrees to pay said Rental Payments and/or Rental Payment deficiency punctually at the same time and in the same manner as hereinabove provided for the payment of Rental Payments hereunder, notwithstanding the fact that the Authority may have received in previous years or may receive thereafter in subsequent years Rental Payments in excess of the Rental Payments herein specified, and notwithstanding any entry or re-entry by the Authority or suit in unlawful detainer, or otherwise, brought by the Authority for the purpose of effecting such re-entry or obtaining possession of the Property. Should the Authority elect to re-enter as herein provided, the City hereby irrevocably appoints the Authority as the agent and attorney-in-fact of the City to re-let the Property, or any part thereof, from time to time, either in the Authority’s name or otherwise, upon such terms and conditions and for such use and period as the Authority may deem advisable and to remove all persons in possession thereof and all personal property whatsoever situated upon the Property and to place such personal property in storage in any warehouse or other suitable place, for the account of and at the expense of the City, and the City hereby indemnifies and agrees to save harmless the Authority from any costs, loss or damage whatsoever arising out of, in connection with, or incident to any such re-entry upon and re-letting of the Property and removal and storage of such property by the Authority or its duly authorized agents in accordance with the provisions herein contained. The City agrees that the terms of this Lease Agreement constitute full and sufficient notice of the right of the Authority to re-let the Property in the event of such re-entry without effecting a surrender of this Lease Agreement, and further agrees that no acts of the Authority in effecting such re-letting shall constitute a surrender or termination of this Lease Agreement irrespective of the use or the term for which such re-letting is made or the terms and conditions of this Note shall prove to have been incorrect when made in any material respect; (e) the Borrower such re-letting, or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect otherwise, but that, on the businesscontrary, assets or financial condition of the Borrower; (f) any material judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a material part of the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy; or (g) this Note is deemed to be unenforceable. Upon upon the occurrence of an a Lease Default Event hereunder, the right to terminate this Lease Agreement shall vest in the Authority to be effected in the sole and exclusive manner provided for in subparagraph (i) hereof. The City further agrees to pay the Authority the cost of Default under Section 4 hereof, at any alterations or additions to the option and Property necessary to place the Property in condition for re-letting immediately upon notice to the declaration City of the Holder completion and installation of this Note, the entire unpaid principal and accrued and unpaid interest on this Note shall, without presentment, demand, protest, such additions or notice of any kind, all of which are alterations. The City hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise waives any and all claims for damages caused or that may be caused by the Authority in re-entering and taking possession of the Property as herein provided and all claims for damages that may result from the destruction of or injury to the Property and all claims for damages to or loss of any property belonging to the City, or any other person, that may be in or upon the Property. (c) In addition to the other remedies granted to it at lawset forth in this Section, in equity or otherwise. The Borrower shall promptly notify the Holder of upon the occurrence of a Lease Default Event hereunder, the Authority shall be entitled to proceed to protect and enforce the rights vested in the Authority by this Lease Agreement or by law. The provisions of this Lease Agreement and the duties of the City and of its board, officers or employees shall be enforceable by the Authority by mandamus or other appropriate suit, action or proceeding in any Event court of Default.competent jurisdiction. Without limiting the generality of the foregoing, the Authority shall have the right to bring the following actions:

Events of Defaults and Remedies. The 8.1 Each one or more of the following events acts or occurences shall be considered Events constitute and Event of Default with respect to this Note: hereunder: (a) If Borrower fails to make the due and punctual payment of all or any portion of any payment of principal or interest due or to become due hereunder or the Note or under any other agreement between Borrower shall default and Lender, including, without limiting the generality of the foregoing, failure in the prompt payment of notes evidencing the financing of Borrower's inventory of new and/or used motor vehicles or any part of the principal or unpaid accrued interest on this Note when dueother Obligations; or (b) If failure shall be made in the due observance or performance of any covenant, agreement or condition to be performed by Borrower or any guarantor hereof, or (c) If any representative or warranty made by Borrower to Lender shall have been determined by Lender to be untrue in any material respect as of its subsidiaries shall make an assignment for the benefit date that any such representation or warranty was made; or (d) The occurance (i) of creditorsBorrower becoming insolvent or bankrupt, or shall admit ceasing, being unable or admitting in writing its inability to pay its debts as they become duemature, or shall file making a voluntary petition general assignment for bankruptcythe benefit of, or shall file entering into any petition composition or answer seeking arrangement with creditors (ii) of proceedings for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any a receiver, trustee, receiver or liquidator of the Borrower or of a substantial part of its assets, being authorized or instituted by or against Borrower or (iii) of proceedings under the United States Bankruptcy Code or other bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other similar law of any subsidiaryjurisdiction being authorized or instituted against the Borrower; or (e) If there is now or shall hereafter be any change in the ownership interest in or active management and operation of Borrower's Business; or (f) If Lender deems it is insecure for any reason or Borrower's Business is in danger of misuse, loss, seizure or confiscation; or (g) If any judgement against or levy, execution, attachment or other proceedings are commenced or obtained in connection with a judgment or otherwise against, or a receiver appointed of, or writ of all attachment or any garnishment is issued against the Borrower or a substantial part of the properties assets of Borrower; or (h) If Lender in good faith reasonably believes the Borrower or any subsidiary, or the Borrower or any subsidiary or any margin of their respective directors or majority stockholders shall take any action looking Collateral to the dissolution outstanding Obligations is so insufficient that the prospect of payment is impaired or liquidation of the Borrower or any subsidiaryotherwise insecure; or (ci) within thirty (30) days after the commencement The termination of any proceeding against franchise authorizing Borrower to sell motor vehicles at the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made by the Borrower or any subsidiary in this Note or any agreement or instrument provided to the Holder in accordance with the specific terms and conditions of this Note shall prove to have been incorrect when made in any material respect; (e) the Borrower or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower; (f) any material judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a material part of the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy; or (g) this Note is deemed to be unenforceable. address stated above. 8.2 Upon the occurrence existence of an Event of Default under Section 4 hereofDefault, at all outstanding Obligations of Borrower to Lender will (notwithstanding any provisions to the option and upon the declaration of the Holder of this Note, the entire unpaid principal and accrued and unpaid interest on this Note shall, contrary) without presentment, demand, protest, demand or notice of any kind, all of which are hereby expressly waived, be forthwith thereupon immediately become due and payable, and such holder Lender may, immediately and without expiration any notice to Borrower, notify any parties obligated to Borrower on any of the Collateral to make payment to Lender of any period of grace, enforce payment of all amounts due or to become due thereunder and owing under this Note enforce collection of any of the Collateral by suit or otherwise, and exercise surrender, release or exchange all or any part thereof; or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder or evidenced thereby. Upon request of Lender, Borrower will, at its own expense, notify any parties obligated to Borrower on any of the Collateral to make payment to Lender of any amounts due or to become due thereunder. In addition, Lender may take possession of the Collateral and all other remedies granted to it at any Books concerning same wherever they may be found, with or without process of law, in equity or otherwise. The Borrower shall promptly notify the Holder and may dispose of the occurrence Collateral or any portion thereof in any manner permitted by law. Unless otherwise agreed to by the parties in writing, any notification of intended disposition of any Event of Defaultthe Collateral required by law shall be deemed reasonably and properly made if given at least seven days before such disposition.

Events of Defaults and Remedies. The following events shall be considered Events of Default with respect to this Note: (a) Each of the Borrower following specified events shall constitute an “Event of Default”: (1) default in any payment of interest on any Loan or Note or any fee or other amount (other than any amount referred to in clause (2) of this paragraph (a)) payable under this Agreement or any other Loan Document when due and continued for 30 days; (2) default in any payment (at maturity, upon redemption or required repurchase, upon declaration of acceleration or otherwise) of the principal of any Loan or Note when due and continued for 3 days; (3) failure by any Loan Party to comply with Section 7.14; (4) failure by any Loan Party for 60 days after notice to such Borrower by the Administrative Agent to comply with any covenant or agreement (other than a default referred to in clauses (1), (2) and (3) above); (5) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by or Hedging Obligations of any Loan Party (or the payment of which is guaranteed by any part Loan Party), whether such Indebtedness or guarantee now exists or is created after the Effective Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness for money borrowed or Hedging Obligation prior to the expiration of the principal or unpaid accrued interest grace period provided in such Indebtedness on this Note when duethe date of such default (a “Payment Default”); or (b) results in the Borrower acceleration of such Indebtedness for money borrowed or the termination of such Hedging Obligation, in each case prior to its Stated Maturity, and, in either case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25,000,000 or more (provided that for the purposes of the foregoing determination the amount of any Hedging Obligation shall be the amount of all payments that a Loan Party is required to make as a result of such termination with such payments being calculated subject to and in accordance with any netting provisions in the agreements documenting such Hedging Obligation); provided, however, that if any such default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Loans shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (6) failure by any Loan Party to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25,000,000 (exclusive of any amounts that an insurance company has acknowledged liability for), which judgments are not discharged or waived and there shall have been a period of 60 consecutive days or more during which a stay of enforcement of such judgment, order or decree (by reason of pending appeal, waiver or otherwise) shall not have been in effect; (7) the repudiation by any Loan Party of any of its subsidiaries shall make obligations under the Collateral Agreements or the unenforceability of the Collateral Agreements against any Loan Party for any reason; (8) the pledge of the Equity Interests of any of Operating, Capricorn Holdings or SDLP, other than to the Collateral Agent for the benefit of the Secured Parties; (9) except as permitted by this Agreement or any Loan Guarantee, any Loan Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person duly acting on behalf of any Guarantor, denies or disaffirms its obligations under its Loan Guarantee; (10) any Loan Party takes any of the following actions, pursuant to or within the meaning of any Debtor Relief Law: (a) commences a voluntary case, (b) consents in writing to the entry of an order for relief against it in an involuntary case, (c) consents in writing to the appointment of a Custodian of it or for all or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, or shall admit or (e) admits in writing its inability to pay it generally is not paying its debts as they become due, or shall file a voluntary petition for bankruptcy, or shall file any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief under any present or future statute, law or regulation, or shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of the Borrower or any subsidiary, or of all or any substantial part of the properties of the Borrower or any subsidiary, or the Borrower or any subsidiary or any of their respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower or any subsidiary; (c) within thirty (30) days after the commencement of any proceeding against the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made by the Borrower or any subsidiary in this Note or any agreement or instrument provided to the Holder in accordance with the specific terms and conditions of this Note shall prove to have been incorrect when made in any material respect; (e) the Borrower or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower; or (f) a court of competent jurisdiction enters an order or decree under any material judgmentDebtor Relief Law, writwhich order or decree remains unstayed and in effect for 60 consecutive days, warrant of attachment or execution or similar process shall be issued or levied against a material part of the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy; or (g) this Note is deemed to be unenforceable. Upon the occurrence of an Event of Default under Section 4 hereof, at the option and upon the declaration of the Holder of this Note, the entire unpaid principal and accrued and unpaid interest on this Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise. The Borrower shall promptly notify the Holder of the occurrence of any Event of Default.that:

Events of Defaults and Remedies. 8.1 The occurrence of any of the following events, or events similar thereto, shall each constitute an “Event of Default” by the Borrower: a) Default (including, but not limited to, any payment default) has occurred in the performance of any covenant, condition or agreement on the part of the Borrower/s under the Facility or on the part of any other person. b) Breach of any representation, warranty, declaration or confirmation under the Facility or any other Transaction Document has occurred / been committed and /or the Borrower/s has/have committed any fraud/ failed to submit any material information as required under the Application Form/Sanction. c) The Borrower/s has, or there is a reasonable apprehension that the Borrower/s has or would voluntarily or involuntarily become the subject of proceedings under any bankruptcy or Insolvency law, or is voluntarily or involuntarily dissolved, becomes bankrupt or insolvent or if the Borrower/s has taken or suffered to be considered Events taken any action for reorganization, liquidation or dissolution or insolvency or bankruptcy or if a receiver or liquidator has been appointed or allowed to be appointed of/over all or any part of the Security and/or any other properties of the Borrower/s or if an attachment or distraint has been levied on the Security or the Borrower/s’ other assets or any part thereof or certificate proceedings have been taken or commenced for recovery of any dues from the Borrower/s or if one or more judgements or decrees have been rendered or entered against the Borrowers. d) Death of the Borrower/s or any one of them or if the Borrower/s ceases or threatens to cease to carry on any of its businesses or gives notice of its intention to do so or if all or any part of the assets of the Borrower/s required or essential for its business or operations are damaged or destroyed or there occurs any change from the date of submission of the Application in the general nature or scope of the business, operations, management or ownership of the Borrower/s which could have a Material Adverse Effect. e) Default with respect to this Noteunder any other agreement between borrower and any other creditor; f) Any government, governmental authority, agency, official or entity take or threatens any action: (a) for dissolution of the Borrower shall default Borrower/s or any action which deprives or threatens to deprive the Borrower/s: (1) from conducting any of its businesses or carrying out its operations in the payment manner it is being conducted or carried out, or (2) of the use of any part of the principal or unpaid accrued interest on this Note when due; its assets: (b) to revoke or terminate or to refuse to provide or renew any authorization or to impose onerous conditions on or on the grant or renewal of any authorization. g) If the Borrower creates or attempts to create any encumbrance/charge over the Security created in favour of the Bank, without written permission of the Bank; h) If there is any deterioration or impairment of the Asset or any part thereof or any decline in the value or market price thereof (whether actual or reasonably anticipated), or any event occurs which causes or may in the opinion of its subsidiaries shall make an assignment the Bank cause the Security or any part thereof to become unsatisfactory as to character or value. i) It is or becomes unlawful for the benefit Borrower/s or any person (including RBL Bank) to perform any of creditors, their respective obligations under the Transaction Document. j) The Borrower/s is unable or shall admit has admitted in writing its inability to pay any of its debts Indebtedness as they become mature or when due, or shall file a voluntary petition for bankruptcy, or shall file . The Borrower/s commit/s any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or similar relief default under any present other agreement with the Bank or future statute, law or regulation, or its Affiliates. The Borrower/s shall file any answer admitting the material allegations of a petition filed against the Borrower or any subsidiary promptly notify RBL Bank in any such proceeding, or shall seek or consent to or acquiesce in the appointment writing upon becoming aware of any trustee, receiver or liquidator of the Borrower or default and any subsidiary, or of all or any substantial part of the properties of the Borrower or any subsidiary, or the Borrower or any subsidiary or any of their respective directors or majority stockholders shall take any action looking to the dissolution or liquidation of the Borrower or any subsidiary; (c) within thirty (30) days after the commencement of any proceeding against the Borrower or any subsidiary seeking any bankruptcy reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed, or within thirty (30) days after the appointment without the consent or acquiescence of the Borrower or any subsidiary of any trustee, receiver or liquidator of the Borrower or any subsidiary or of all or any substantial part of the properties of the Borrower or any subsidiary, such appointment shall not have been vacated; (d) any material representation or warranty made by the Borrower or any subsidiary in this Note or any agreement or instrument provided to the Holder in accordance with the specific terms and conditions of this Note shall prove to have been incorrect when made in any material respect; (e) the Borrower or any subsidiary fails to perform or observe any covenant contained in this Note where the failure to do so could reasonably be expected to have a material adverse effect on the business, assets or financial condition of the Borrower; (f) any material judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a material part of the property of the Borrower and such judgment, writ, warrant of attachment or execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after its issue or levy; or (g) this Note is deemed to be unenforceable. Upon the occurrence of event which constitutes an Event of Default under Section 4 hereofand the steps, at the option if any, being taken to remedy it. The decision of RBL Bank as to whether or not an Event of Default has occurred shall be final and binding upon the declaration of the Holder of this Note, the entire unpaid principal and accrued and unpaid interest on this Note shall, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, and such holder may, immediately and without expiration of any period of grace, enforce payment of all amounts due and owing under this Note and exercise any and all other remedies granted to it at law, in equity or otherwise. The Borrower shall promptly notify the Holder of the occurrence of any Event of Default.Borrower/s.