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 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 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 If an Upon the occurrence of the Maturity Date and upon the occurrence and during the continuation of any Event of Default occurs, Lender may, beyond the applicable cure period (if any) and upon the expiration of 7 days after written notice by notice the DIP Agent to the Borrower, the DIP Agent, the Banks and the Pre-Petition Banks may take any or all of the following actions, in each case without further order of or application to the Bankruptcy Court: (a) declare the unpaid principal amount of an accrued interest on the Note and interest accrued thereon and all other outstanding Post-Petition Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents to be immediately due and payable payable; (b) set off any amounts in any account (including any accounts maintained by the Borrower with the DIP Agent) (c) terminate the DIP Commitments and any other obligations of the same shall thereupon become Banks to extend any further credit hereunder on the date (which may be the date thereof) stated in such notice; (d) demand that any Cash Collateral be applied to reduce or collateralize the Post-Petition Obligations and be immediately due Pre-Petition Obligations as set forth in Section 3.4(e) hereof; (e) demand payment of interest on the Post-Petition Obligations 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 Pre-Petition Obligations at the default rates set forth herein and in the Financing Order, in which event interest at such rates shall accrue and be payable as therein set forth without further order of or application to the Bankruptcy Court; (f) the automatic stay shall be deemed lifted as to the Collateral and the DIP Agent may, and upon request of the Required Banks shall, (without regard to whatever other Loan Documents action the DIP Agent or the Banks may be taking), foreclose and all realize upon and exercise any other 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 with respect to the Collateral is located) and, except as limited by Law, all remedies of Lender (i) shall be cumulative security for the Post-Petition Obligations 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 electPre-Petition Obligations.

Consequences of Event of Default. 7.2.1 8.2.1 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 8.2.2 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 If an Event of Default occursoccurs and is continuing, 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. In addition, if an Event of Default occurs and is continuing prior to a Store Tranche Commencement Date, Lender may, at its option, terminate and cancel its agreement to make Advances. 7.2.2 In addition, if an Event of Default occursoccurs and is continuing, 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 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 If (a) At any time after an Event of Default occurshas occurred, Lender maythe Trustee (acting on the instructions of any Debentureholder) shall have the right (but not the obligation), by notice to Borrowernotify the Issuer and require it to redeem in full all the Debentures then outstanding, declare at the unpaid principal amount of Early Redemption Amount or, if the Note and interest accrued thereon and Redemption Dates have elapsed, at the Scheduled Redemption Amount together with, in each case, all other Obligations and liabilities of Borrower hereunder or amounts payable by the Issuer under the Note or the Loan Documents Transaction Documents. The Issuer waives any right that it might have to be immediately due and payable and the same shall thereupon become and be immediately due and payable without further notice, presentment, demand, demand or protest or other notice of any kind, all of which are hereby expressly waived, and an action therefor shall immediately accruewith respect to that demand for immediate payment. 7.2.2 In addition(b) No Debentureholder will be entitled to proceed directly against the Issuer unless the Trustee, if having become bound to do so, fails to do so within a reasonable period and such failure continues. (c) At any time after the occurrence of an Event of Default occursand for so long as it is continuing, Lender the Trustee (acting on the instructions of any Debentureholder) shall have be entitled to exercise all its 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, to 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 under applicable Law, Lender may resort to enforce the rightsrights contemplated under this Deed and the Transaction Documents, remedies including the right to enforce any Security, without any notice and recourses set forth herein without assigning any reason and at the risk and expense of the Issuer and if necessary, as attorney for and in name of the Issuer. (d) Upon the occurrence of an Event of Default and for so long as it is continuing, the Issuer shall not, without the prior written consent of the Trustee (acting in accordance with Relevant Instructions), declare or pay any dividend or other security therefor distribution (whether in such order and manner as Lender may electcash or otherwise) to its equity shareholders during any Financial Year unless it has paid in full all the Obligations.

Consequences of Event of Default. 7.2.1 If an Upon the occurrence of the Maturity Date and/or upon the occurrence and during the continuation of any other Event of Default occurs, Lender may, beyond the applicable cure period (if any) and upon the expiration of 7 days after written notice by notice the Required Investors to the Borrower, the Required Investors may take any or all of the following actions, in each case subject to the Supplemental Financing Order and otherwise without further order of or application to the Bankruptcy Court: (a) declare the unpaid principal amount of an accrued interest on the Note and interest accrued thereon and all other outstanding Term Loan Obligations and liabilities of Borrower hereunder or under the Note or the Loan Documents to be immediately due and payable and payable; it being agreed that upon the same shall thereupon become and be immediately due and payable without presentment, demand, protest or other notice occurrence 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 occursof the sort described in clause (u) above, Lender all of the Term Loan Obligations shall have all rights automatically become due and remedies granted payable with no notice or action by the Investors; (b) terminate the Term Loan Facility and any other obligations of the Investors to extend any credit hereunder on the date (which may be the date thereof) stated in such notice; (c) demand payment of interest on the Term Loan Obligations at the default rates set forth herein and in the Supplemental Financing Order, in which event interest at such rates shall accrue and be payable as therein set forth without further order of or application to the Bankruptcy Court; (d) the automatic stay shall be deemed lifted as to the Collateral and the Supplemental DIP Collateral Agent may, and upon request of the Required Investors shall, (without regard to whatever other Loan Documents action the Supplemental DIP Collateral Agent or the Required Investors may be taking), foreclose and all realize upon and exercise any other 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 with respect to 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 security for 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 electTerm Loan Obligations.

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, including 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 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. In addition, if an Event of Default occurs, Lender may draw upon the Letter of Credit for any or all of the amounts thereunder.

Consequences of Event of Default. 7.2.1 In addition to all of the rights and remedies contained in this Agreement or in any of the other Loan Documents, the Lender shall have all of the rights and remedies under the Credit Agreement (which rights and remedies are incorporated herein by reference) and under applicable Law, all of which rights and remedies shall be cumulative and non-exclusive, to the extent permitted by Law. The Lender may exercise all post-Default rights granted to the Agent under the Loan Documents or applicable Law. If an Event of Default occursshall occur and be continuing, the Lender mayand any Subsidiary or Affiliate of the Lender or participant anywhere in the world shall have the right, by in addition to all other rights and remedies available to it, without notice to any Borrower, declare to set-off against and apply to the then unpaid principal amount balance of all the Note and interest accrued thereon Loan and all other Obligations and liabilities of Borrower the Borrowers hereunder or under any other Loan Document any debt owing to, and any other funds held in any manner for the Note account of, any Borrower by the Lender or the Loan Documents to be immediately due and payable and the same shall thereupon become and be immediately due and payable without presentmentparticipant or by such branch, Subsidiary or Affiliate, including all funds in all deposit accounts (whether time or demand, protest general or other notice of special, provisionally credited or finally credited, or otherwise) now or hereafter maintained by any kindBorrower for its own account (but not including funds held in custodian or trust accounts) with the Lender or participant or such branch, all of which are hereby expressly waived, and an action therefor Subsidiary or Affiliate. Such right shall immediately accrue. 7.2.2 In addition, if an Event of Default occurs, exist whether or not the Lender shall have all rights and remedies granted herein and in the made any demand under this Agreement or any other Loan Documents and all rights or remedies available at law (including, without limitation, the UCC) or equityDocument, whether as a secured party or otherwise (including specifically those granted by not such debt owing to or funds held for the Uniform Commercial Code as in effect in account of any Borrower is or are matured or unmatured and regardless of the jurisdiction existence or jurisdictions where the Collateral is located) and, except as limited by Law, all remedies adequacy of Lender (i) shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against Borrower or against all any Guaranty Obligation or any portion of the Collateralother security, 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 right 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 available to the rights, remedies and recourses set forth herein and any other security therefor in such order and manner as Lender may electLender.

Consequences of Event of Default. 7.2.1 (a) 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 occursoccurs prior to the Loan Commencement Date, Lender may, at its option, terminate and cancel its agreement to make Advances. (b) In addition, if an Event of Default occurs and is continuing, 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. (c) Without limiting any of the foregoing, Borrower agrees that (i) Lender may, with or without notice and without legal process, enter upon any property owned, leased or otherwise under the real or apparent control of Borrower or any agent thereof or any other location where the Collateral may be located and disassemble, disconnect, render unusable or repossess all or any item of the Collateral; (ii) written notice mailed to Borrower, as provided in this Agreement for the giving of notice, shall be reasonable if given twenty (20) days prior to (a) any public sale or (b) the date after which a private sale may be made; (iii) a sale of the Collateral may be made as a unit or in parcels and for cash and upon terms; (iv) Lender may buy the Collateral at any public sale and at any private sale as permitted by the UCC; and (v) such public or private sale or sales may be held or adjourned from time to time, and Lender shall have the right to conduct such sale or sales on Borrower's premises (including, without limitation, the Premises) or elsewhere where the Collateral is located, and shall have the right to use Borrower's premises without charge for such sale or sales for such time or times as Lender may determine.

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. In addition, if an Event of Default occurs prior to the Advance Termination Date, Lender may, at its option, terminate and cancel its agreement to make Advances. 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.