Common use of Events of Default and Termination Clause in Contracts

Events of Default and Termination. LESSOR shall have the right to cancel or terminate this Contract without need of legal or judicial action or order upon the occurrence of any of the following events by giving written notice to LESSEE: (a) LESSEE shall have failed to return and surrender the Leased Premises upon expiration of the Lease Term or upon the termination or cancellation of this lease; (b) the Leased Premises shall be closed, deserted or unoccupied for a continuous period of five (5) calendar days; (c) LESSEE shall fail to pay for at least one (1) month its share of electric, emergency power, water, sewerage or other public utility or Common Area Charges accruing in connection with or allocated to the Leased Premises or shall fail to pay the rent or any other amount due hereunder on the date specified herein for its payment and LESSEE fails to rectify or remedy the failure within thirty (30) days from written demand of the LESSOR, provided however that LESSEE shall not be in default if the utility charges or fees are being disputed by LESSEE as provided under Article 6.2 or if the dispute is not resolved due to the act or omission of LESSOR or if the delay in payment continues despite best efforts are made by the LESSEE to resolve such dispute; WNS Global Services Philippines, Inc._Techno Plaza II_5th and 6th Floors (d) LESSEE fails to observe or perform any of its covenants provided hereunder or LESSEE commits a breach of any of its obligations and undertakings under this Contract, such as but not limited to the use of the Leased Premises for any purpose other than as herein agreed upon, violation of any other provision of this Contract relating to the use and occupancy of the Leased Premises, violation of the Building Rules, violation of any law, rule, regulation or ordinance of the national and/or city government regarding the use, occupancy, security and sanitation of the Leased Premises, or sublease or transfer of rights over the Leased Premises without securing LESSOR’s approval; (e) any of LESSEE’s representations and warranties as specified hereunder shall prove false in any material respect when made and LESSEE fails to rectify or remedy the breach within thirty (30) days from written demand of LESSOR; (f) LESSEE’s franchise shall have been revoked, if applicable; (g) LESSEE, if a natural person, shall have died; (h) LESSEE’s corporate existence, if a juridical entity, shall have ceased; (i) LESSEE shall have become insolvent or be unable to pay its debts when due or shall commit or permit any act of bankruptcy under the applicable law; or (j) the occurrence of any other event which entitles LESSOR to exercise its right to cancel or terminate this lease pursuant to other provisions in this Contract other than Articles10.1 10.2, 10.3 and 12.1, Annex “A” and under the law.

Events of Default and Termination. LESSOR shall have the right to cancel or terminate this Contract without need of legal or judicial action or order upon the occurrence of any Each of the following events by giving written notice to LESSEE:shall constitute a default of Airline ("Default"): (ai) LESSEE shall have failed to return and surrender the Leased Premises upon expiration of the Lease Term or upon the termination or cancellation of this lease; (b) the Leased Premises shall be closed, deserted or unoccupied for a continuous period of five (5) calendar days; (c) LESSEE shall fail Airline's failure to pay for at least one (1) month its share of electric, emergency power, water, sewerage or other public utility or Common Area Charges accruing in connection with or allocated to the Leased Premises or shall fail to pay the rent fees or any other amount due hereunder on within ten (10) days after the date specified herein for its payment and LESSEE fails it is due; (ii) Airline's failure to rectify perform or remedy the failure within observe any other obligation imposed hereunder after a period of thirty (30) days after ▇▇▇▇▇▇▇ receives written notice from written demand Stillwater setting forth in reasonable detail the nature and extent of the LESSORfailure; provided however, provided however when fulfillment of an obligation requires more than thirty (30) days, and Airline is diligently making good faith efforts to fulfill such obligation, the thirty (30) day period will be extended to up to ninety (90) days, or for such period as the Parties may agree in writing; (iii) Airline's abandoning or vacating the Premises; (iv) Any proceedings under the United States Bankruptcy Code or any amendment thereto that LESSEE shall be commenced by or against Airline and, if against Airline, such proceedings shall not be dismissed before either an adjudication in default if bankruptcy or the utility charges confirmation of a composition, arrangement, or fees are being disputed plan for reorganization; (v) Airline is adjudged insolvent or makes an assignment for the benefit of its creditors; (vi) If a receiver is appointed in any proceeding or action to which Airline is a party, with Stillwater to take possession or control of the Premises or the business conducted thereon by LESSEE as provided under Article 6.2 or if the dispute Airline, and such receiver is not resolved discharged within a period of sixty (60) days after his appointment; or (vii) Airline makes any assignment prohibited by the provisions of this Lease. Upon such an event of Default, Stillwater may without notice of entry or other action of Stillwater, terminate this Lease and all rights of Airline in and to the Premises and also the rights of any and all persons claiming under Airline. Stillwater, in addition to the remedies given in this Lease or under law, may do any one or more of the following if Airline commits a Default under this Section 15: (i) Terminate this Lease, and Airline shall then peaceably surrender the Premises to Stillwater; and (ii) Enter and take possession of the Premises either with or without process of law and remove Airline, with or without having ended this Lease. In the event of Default, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ claims for damages by reason of Stillwater's re-entry or repossession by reason of any legal process. Upon an event of Default, Stillwater may take possession of the Premises without any liability on the part of Stillwater. If, because of Airline Default, Stillwater terminates this Lease or Airline's right to possess the Premises, Stillwater may hold Airline liable for rent and additional charges accruing to the date the Lease terminates. In the event of Default, Airline shall be liable for and shall pay and hold Stillwater harmless from all reasonable costs, expenses and attorneys' fees incurred by Stillwater on account of Airline's Default, which sums shall become due and payable immediately upon written demand. Such costs and expenses shall include but not be limited to the cost of removing and storing Airline's property and the cost of repairs, alterations and remodeling necessary to put the Premises in the condition existing immediately following possession by Airline, reasonable wear and tear and damage not due to the act actions or omission fault of LESSOR or if the delay in payment continues despite best efforts are made by Airline excepted. Each of the LESSEE to resolve such dispute; WNS Global Services Philippines, Inc._Techno Plaza II_5th and 6th Floorsfollowing shall constitute a default of Stillwater: (di) LESSEE fails Stillwater's failure to perform or observe or perform any obligation imposed hereunder after a period of its covenants provided hereunder or LESSEE commits a breach of any of its obligations and undertakings under this Contract, such as but not limited to the use of the Leased Premises for any purpose other than as herein agreed upon, violation of any other provision of this Contract relating to the use and occupancy of the Leased Premises, violation of the Building Rules, violation of any law, rule, regulation or ordinance of the national and/or city government regarding the use, occupancy, security and sanitation of the Leased Premises, or sublease or transfer of rights over the Leased Premises without securing LESSOR’s approval; (e) any of LESSEE’s representations and warranties as specified hereunder shall prove false in any material respect when made and LESSEE fails to rectify or remedy the breach within thirty (30) days after Stillwater receives written notice from written demand Airline setting forth in reasonable detail the nature and extent of LESSORthe failure; provided however, when fulfillment of an obligation requires more than thirty (30) days, and Stillwater is diligently making good faith efforts to fulfill such obligation, the thirty (30) day period will be extended to up to ninety (90) days, or for such period as the Parties may agree in writing; (fii) LESSEE’s franchise shall have been revokedThe inability of the Airline to use the Premises for a period in excess of sixty (60) days due to any deficiency of the Airport or un safe condition for operating the Airport. Upon such an event of default, if applicable; (g) LESSEE, if a natural person, shall have died; (h) LESSEE’s corporate existence, if a juridical entity, shall have ceased; (i) LESSEE shall have become insolvent or be unable to pay its debts when due or shall commit or permit any act of bankruptcy under the applicable law; or (j) the occurrence of any other event which entitles LESSOR to exercise its right to cancel or Airline may terminate this lease pursuant Lease. Notwithstanding the foregoing, Airline and Stillwater may terminate this Lease by giving written notice to the other provisions in this Contract other than Articles10.1 10.2, 10.3 and 12.1, Annex “A” and under the lawparty at least six months prior to termination.

Events of Default and Termination. LESSOR shall have the right to cancel If any one or terminate this Contract without need of legal or judicial action or order upon the occurrence of any more of the following events by giving written notice to LESSEE("Events of Default") shall occur: (a) LESSEE if Lessee shall have failed fail to return pay any Fixed Rent when as the same becomes due and surrender the Leased Premises upon expiration of the Lease Term or upon the termination or cancellation of this lease;payable; or (b) if Lessee shall fail to pay any Rent, other than Fixed Rent, when and as the Leased Premises same becomes due and payable and such failure shall be closed, deserted or unoccupied continue for a continuous period of five (5) calendar more than ten days;; or (c) LESSEE if Lessee shall fail to pay for at least one (1) month its share of electric, emergency power, water, sewerage or other public utility or Common Area Charges accruing in connection comply with or allocated perform any term, covenant or condition of Articles 8, 9, 10 or 13, and such failure shall continue for more than thirty days after ▇▇▇▇▇▇ receives notice of such failure, regardless of the source of such notice; or (d) if Lessee shall fail to comply with or perform any other term, covenant or condition hereof, and such failure shall continue for more than thirty days after notice thereof from Lessor, and ▇▇▇▇▇▇ within said period, subject to Unavoidable Delays, shall not commence with due diligence and dispatch the Leased Premises curing of such default, or, having so commenced, thereafter shall fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default for reasons other than Unavoidable Delays; or (e) if Lessee shall make a general assignment for the benefit of creditors, or shall admit in writing Lessee's inability to pay Lessee's debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting, or shall fail to pay contest, the rent material allegations of a petition filed against Lessee in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Lessee or any other amount due hereunder on the date specified herein for its payment and LESSEE fails to rectify or remedy the failure within thirty (30) days from written demand material part of the LESSOR, provided however that LESSEE shall not be in default if the utility charges or fees are being disputed by LESSEE as provided under Article 6.2 or if the dispute is not resolved due to the act or omission of LESSOR or if the delay in payment continues despite best efforts are made by the LESSEE to resolve such disputeLessee's properties; WNS Global Services Philippines, Inc._Techno Plaza II_5th and 6th Floors (d) LESSEE fails to observe or perform any of its covenants provided hereunder or LESSEE commits a breach of any of its obligations and undertakings under this Contract, such as but not limited to the use of the Leased Premises for any purpose other than as herein agreed upon, violation of any other provision of this Contract relating to the use and occupancy of the Leased Premises, violation of the Building Rules, violation of any law, rule, regulation or ordinance of the national and/or city government regarding the use, occupancy, security and sanitation of the Leased Premises, or sublease or transfer of rights over the Leased Premises without securing LESSOR’s approval; (e) any of LESSEE’s representations and warranties as specified hereunder shall prove false in any material respect when made and LESSEE fails to rectify or remedy the breach within thirty (30) days from written demand of LESSOR;or (f) LESSEE’s franchise if, within ninety days after the commencement of any proceeding against Lessee seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been revokeddismissed, if applicable;or if, within ninety days after the appointment without the consent of acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of any material part of Lessee's properties, such appointment shall not have been vacated; or (g) LESSEE, if a natural personfinal judgment for the payment of money shall be rendered against ▇▇▇▇▇▇ and, within sixty days after the entry thereof, such judgment shall not have died; (h) LESSEE’s corporate existencebeen discharged or execution thereof stayed pending appeal, if a juridical entityor if, shall have ceased; (i) LESSEE shall have become insolvent or be unable to pay its debts when due or shall commit or permit any act of bankruptcy under within sixty days after the applicable law; or (j) the occurrence expiration of any other event which entitles LESSOR to exercise its right to cancel or terminate this lease pursuant to other provisions in this Contract other than Articles10.1 10.2such stay, 10.3 and 12.1, Annex “A” and under the law.such judgment shall not have been discharged;

Events of Default and Termination. LESSOR shall have the right to cancel If any one or terminate this Contract without need of legal or judicial action or order upon the occurrence of any more of the following events by giving written notice to LESSEE(“Events of Default”) shall occur: (a) LESSEE if Lessee shall have failed fail to return pay any Fixed Rent when as the same becomes due and surrender the Leased Premises upon expiration of the Lease Term or upon the termination or cancellation of this lease;payable and such failure shall continue for more than five days after notice to Lessee; or (b) if Lessee shall fail to pay any Rent, other than Fixed Rent, when and as the Leased Premises same becomes due and payable and such failure shall be closed, deserted or unoccupied continue for a continuous period of five (5) calendar days;more than ten days after notice to Lessee; or (c) LESSEE if Lessee shall fail to pay for at least one (1) month its share of electric, emergency power, water, sewerage or other public utility or Common Area Charges accruing in connection comply with or allocated perform any term, covenant or condition of Articles 8, 9, 10 or 13, and such failure shall continue for more than thirty days after Lessee receives notice of such failure, regardless of the source of such notice; or (d) if Lessee shall fail to comply with or perform any other term, covenant or condition hereof, and such failure shall continue for more than thirty days after notice thereof from Lessor, and Lessee within said period, subject to Unavoidable Delays, shall not commence with due diligence and dispatch the Leased Premises curing of such default, or, having so commenced, thereafter shall fail or neglect to prosecute or complete with due diligence and dispatch the curing of such default for reasons other than Unavoidable Delays; or (e) if Lessee shall make a general assignment for the benefit of creditors, or shall admit in writing Lessee’s inability to pay Lessee’s debts as they become due, or shall file a petition in bankruptcy, or shall be adjudicated a bankrupt or insolvent, or shall file a petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation, or shall file an answer admitting, or shall fail to pay contest, the rent material allegations of a petition filed against Lessee in any such proceeding, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of Lessee or any other amount due hereunder material part of Lessee’s properties; or (f) if, within ninety days after the commencement of any proceeding against Lessee seeking any 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 if, within ninety days after the appointment without the consent of acquiescence of Lessee, of any trustee, receiver or liquidator of Lessee or of any material part of Lessee’s properties, such appointment shall not have been vacated; or (g) if a final judgment for the payment of money in excess of $50,000 shall be rendered against Lessee and, within sixty days after the entry thereof, such judgment shall not have been discharged or execution thereof stayed pending appeal, or if, within sixty days after the expiration of any such stay, such judgment shall not have been discharged; then, and in any such Event of Default, regardless of the pendency of any proceeding which has or might have the effect of preventing Lessee from complying with the terms, covenants or conditions of this Lease, Lessor, at any time thereafter may give a written termination notice to Lessee, and on the date specified herein for its payment in such notice (which shall be not less than 15 days after such notice) this Lease shall terminate and, subject to Article 25, the Lease Term shall expire and LESSEE fails to rectify or remedy the failure within thirty (30) days from written demand terminate by limitation, and all rights of the LESSOR, provided however that LESSEE shall not be in default if the utility charges or fees are being disputed by LESSEE as provided under Article 6.2 or if the dispute is not resolved due to the act or omission of LESSOR or if the delay in payment continues despite best efforts are made by the LESSEE to resolve such dispute; WNS Global Services Philippines, Inc._Techno Plaza II_5th and 6th Floors (d) LESSEE fails to observe or perform any of its covenants provided hereunder or LESSEE commits a breach of any of its obligations and undertakings Lessee under this ContractLease shall cease, unless before such as but not limited to date (i) all arrears of Rent (with interest at the use rate of the Leased Premises for any purpose other than as herein agreed uponten percent per annum) and all costs and expenses, violation including reasonable attorneys’ fees, incurred by or on behalf of any other provision of this Contract relating to the use and occupancy of the Leased PremisesLessor hereunder, violation of the Building Rules, violation of any law, rule, regulation or ordinance of the national and/or city government regarding the use, occupancy, security and sanitation of the Leased Premises, or sublease or transfer of rights over the Leased Premises without securing LESSOR’s approval; (e) any of LESSEE’s representations and warranties as specified hereunder shall prove false in any material respect when made and LESSEE fails to rectify or remedy the breach within thirty (30) days from written demand of LESSOR; (f) LESSEE’s franchise shall have been revokedpaid by Lessee, if applicable; and (gii) LESSEE, if a natural person, all other defaults at the time existing under this Lease shall have died; (h) LESSEE’s corporate existencebeen fully remedied to the satisfaction of Lessor. Lessee shall reimburse Lessor for all costs and expenses, if a juridical entityincluding reasonable attorneys’ fees, shall have ceased; (i) LESSEE shall have become insolvent incurred by or be unable to pay its debts when due on behalf of Lessor occasioned by or shall commit or permit in connection with any act of bankruptcy default by Lessee under the applicable law; or (j) the occurrence of any other event which entitles LESSOR to exercise its right to cancel or terminate this lease pursuant to other provisions in this Contract other than Articles10.1 10.2, 10.3 and 12.1, Annex “A” and under the lawLease.

Events of Default and Termination. LESSOR shall have the right to cancel or terminate this Contract without need of legal or judicial action or order upon the occurrence of any Each of the following events by giving written notice to LESSEE: (a) LESSEE shall have failed to return and surrender constitute an Event of Default - if the Leased Premises upon expiration of the Lease Term or upon the termination or cancellation of this lease; (b) the Leased Premises shall be closed, deserted or unoccupied for a continuous period of five (5) calendar days; (c) LESSEE shall fail to pay for at least one (1) month its share of electric, emergency power, water, sewerage or other public utility or Common Area Charges accruing in connection with or allocated to the Leased Premises or shall fail Employer fails to pay the rent or Contractor any other amount due hereunder which becomes payable by it pursuant to this Agreement on the date specified herein for its payment and LESSEE fails to rectify or remedy the failure within thirty (30) days from written demand of the LESSOR, provided however that LESSEE shall not be in default Due Date; and/or if the utility charges or fees are being disputed by LESSEE as provided under Article 6.2 or if the dispute is not resolved due to the act or omission of LESSOR or if the delay in payment continues despite best efforts are made by the LESSEE to resolve such dispute; WNS Global Services Philippines, Inc._Techno Plaza II_5th and 6th Floors (d) LESSEE fails to observe or perform any of its covenants provided hereunder or LESSEE Employer commits a breach of the Building Loan; and/or if either of the Parties commits a breach of this Agreement and/or the Agreement of Sale; and/or if either of the Parties commits an act of insolvency, as contemplated in the Insolvency Act No. 24 of 1936, as amended; and/or if either of the Parties’ shareholder(s) and/or director(s) proposes or passes a resolution for its liquidation or winding-up or to file for business rescue; and/or if either Party has an order granted against or in respect of it, in terms of which that Party is sought to be provisionally or finally wound up, liquidated, dissolved, sequestrated, placed under business rescue or has any equivalent application or proceedings brought against it in terms of any equivalent applicable legislation; and/or if the Contractor, without cause, wholly or partially suspends the Works prior to the issuing of a Occupancy Certificate; and/or if the Contractor fails and/or refuses to execute the Works in accordance with industry norms. If any Party commits an Event of Default or any other breach of the provisions of this Agreement and fails to remedy such Event of Default and/or breach within 7 (seven) days after receipt of a written notice from the other Party calling upon the defaulting Party to remedy such Event of Default and/or breach, then the innocent Party shall be entitled, without prejudice to any other rights which it may have in terms of this Agreement and/or at law to: immediately cease to perform any further Works in so far as such Works are not complete, pending rectification of the Event of Default and/or breach by the Employer; or immediately cease to make any further payments to the Contractor in respect of the Works, pending rectification of the Event of Default and/or breach by the Contractor; or cancel this Agreement and claim such damages as it may have sustained as a result of such Event of Default and/or breach from the defaulting Party; or claim immediate performance by the defaulting Party of all its obligations in terms of this Agreement whether or not the Due Date for performance shall otherwise have arrived, together with all such damages as it may have sustained as a result of such Event of Default and/or breach. If the Works are suspended as contemplated in clause 16.2.1 above, the Parties agree that: the Employer shall bear all risk in and undertakings under this Contractto the Works completed as at that date, as well as in respect of all building material on the Property; the Employer shall be liable for any escalation in the Contract Sum caused as a result of the suspension of the Works, such escalation to be determined by the Architect, who shall act as but not limited an expert in this regard and whose decision shall be final and binding on the Parties, and the Employer shall be obliged to make payment in cash to the use Contractor of the Leased Premises for full amount with which the Contract Sum has escalated within 5 (five) Business Days of receiving the Architect’s determination in this regard from the Contractor. The Contractor shall also be obliged to provide the Attorneys with a copy of the Architect’s determination in respect of the additional amount due and payable by the Employer as foreseen herein; and the estimated Completion Date as referred to in clause D of the Information Schedule, shall be extended by a period equal to the number of days between the date of the Event of Default and the date of rectification thereof as certified by the Architect. If in any purpose other than as herein agreed upon, violation of any other provision of this Contract legal proceedings or arbitration relating to the use enforcement by either Party of its rights in terms of this Agreement, a court or arbitrator awards costs to the innocent Party, such costs shall be determined and occupancy recoverable on the scale as between attorney and own client and shall include collection charges, costs incurred by the innocent Party in endeavouring to enforce such rights prior to the institution of legal proceedings and costs incurred in connection with the satisfaction or enforcement of any award or judgment in favour of the Leased Premises, violation innocent Party in relation to its rights in terms of the Building Rules, violation or arising out of any law, rule, regulation or ordinance of the national and/or city government regarding the use, occupancy, security and sanitation of the Leased Premises, or sublease or transfer of rights over the Leased Premises without securing LESSOR’s approval; (e) any of LESSEE’s representations and warranties as specified hereunder shall prove false in any material respect when made and LESSEE fails to rectify or remedy the breach within thirty (30) days from written demand of LESSOR; (f) LESSEE’s franchise shall have been revoked, if applicable; (g) LESSEE, if a natural person, shall have died; (h) LESSEE’s corporate existence, if a juridical entity, shall have ceased; (i) LESSEE shall have become insolvent or be unable to pay its debts when due or shall commit or permit any act of bankruptcy under the applicable law; or (j) the occurrence of any other event which entitles LESSOR to exercise its right to cancel or terminate this lease pursuant to other provisions in this Contract other than Articles10.1 10.2, 10.3 and 12.1, Annex “A” and under the lawAgreement.