Common use of Exercise of Remedies Clause in Contracts

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default under this Note, including, without limitation, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 7.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent may, and shall, upon being directed to do so by the Majority Lenders, charge any deposit or other account of Borrower with Agent or any Lender, including without limitation, the General Account, Cash Collateral Account and Advance Account, for any or all of the maturity Indebtedness, without notice to Borrower (any requirement for such notice being expressly waived by Borrower); (e) the Agent may, and shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then Applicable Interest Rate plus three percent (3%); and (f) the Agent may, and shall, upon being directed to do so by the Majority Lenders or the Lenders, as applicable (subject to the terms hereof), exercise any remedy permitted by this Agreement, the other Loan Documents or law. In addition, upon the occurrence and during the continuance of the Senior Indebtedness; providedan Event of Default, however, that ifAgent may, with respect to (B) Pledged MERS Loans, direct MERS, pursuant to the applicable Electronic Tracking Agreement, to remove Borrower from the “Servicer” category on the MERS System and (D) aboveinsert in place thereof, such proceeding the Agent or acceleration, respectively, is rescindedits designee, or direct MERS to take such other action with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking Pledged MERS Loans as the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takedeems advisable.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, upon notice to the Borrower Representative, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor notice (other than as set forth in this Section) or demand, all of which are hereby expressly waived by the holder of a majority in principal amount of the Senior IndebtednessBorrowers; (c) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrowers or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances and Swing Line Advances with respect to which Sections 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Prime-based Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 103% the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loansa) Without limiting or modifying the provisions of Section 3 hereof (and in addition to the rights and obligations of the parties hereto set forth in Section 3 hereof) and to the extent not prohibited by the Trust Indenture Act of 1939, any letters without the prior written consent of creditthe First Lien Collateral Agent, any commitments to lend or any lender guarantees)the Second Lien Collateral Agent shall not, Holder (solely in its capacity as a holder of this Note) shall not and no Second Lien Claimholder shall, exercise any of its rights or and remedies with respect to the Second Lien Obligations until the earliest to occur of the following and in any event no earlier than 10 days after the First Lien Collateral Agent’s receipt of written notice of the Second Lien Claimholder’s intention to exercise such rights and remedies after the occurrence of the earliest of any of the following: (i) the Discharge of First Lien Obligations; (ii) acceleration of the First Lien Obligations or the failure to pay the First Lien Obligations (or any part thereof) in full and in cash at maturity; (iii) the occurrence of an Insolvency or Liquidation Proceeding; (iv) the passage of 90 days from the later of (A) the date that the Second Lien Collateral Agent has declared an Event of Default under this Note, including, without limitation, the Second Lien Loan Documents if any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has not been cured or waived within such period and (B) the date on which the First Lien Collateral Agent received notice from the Second Lien Collateral Agent of such declaration of an Event of Default; and (v) the exercise by the First Lien Collateral Agent or any First Lien Claimholder of any remedies under the First Lien Loan Documents. (b) Notwithstanding anything contained herein to the contrary, if following the acceleration of the First Lien Obligations such acceleration is rescinded (whether or not any existing Event of Default under the First Lien Loan Documents has been cured or waived), then all actions taken by any Second Lien Claimholder in connection with the prohibition against taking the actions described in this section 4(e) shall automatically exercise of its rights and remedies will likewise be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause rescinded if such action is based solely on clauses (Ai), (Bii) or (Div) above has occurred and not been rescinded, the Holder shall give thirty of paragraph (30a) days prior written notice to the Senior Agent before taking any action described in of this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take8.5.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrowers; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and each Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrowers or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to (Bwhich Sections 2.6 and 4.6 shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus 3%; and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 8.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any Credit Party that if, interest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances with respect to which Section 2.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable US Base Rate or Canadian Prime Rate plus three percent (B) 3%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the maturity Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% the maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower or any applicable Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (lc) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by the Agent under preceding clauses (a) or (b), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment shall be automatically and immediately terminated; and (Dd) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(e) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify the Borrower that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Swing Line Advances and Term Loan Advances with respect to which Sections 2.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Df) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to If an Event of Default under this Notehas occurred and is continuing hereunder: (a) the Agent may, includingand shall, upon being directed to do so by the Majority Revolving Credit Lenders, declare the Revolving Credit Aggregate Commitment terminated; (b) the Agent may, and shall, upon being directed to do so by the Majority Equipment Credit Lenders, declare the Equipment Credit Aggregate Commitment terminated; (c) the Agent may, and shall, upon being directed to do so by the Majority Lenders, declare the entire unpaid principal Indebtedness, including the Notes, immediately due and payable, without limitationpresentment, any action notice or demand, all of which are hereby expressly waived by the Borrower; (ld) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such any Event of Default from specified in Section 9.1(i) and notwithstanding the Holderlack of any declaration by Agent under preceding clauses (a), (b) or (c), the entire unpaid principal Indebtedness shall become automatically and immediately due and payable, and the Revolving Credit Aggregate Commitment and Equipment Credit Aggregate Commitment shall be automatically and immediately terminated; and (De) the acceleration Agent shall, upon being directed to do so by the Majority Revolving Credit Lenders, demand immediate delivery of cash collateral, and the Borrower agrees to deliver such cash collateral upon demand, in an amount equal to 105% of the maturity maximum amount that may be available to be drawn at any time prior to the stated expiry of all outstanding Letters of Credit, for deposit into an account controlled by the Senior IndebtednessAgent; provided(f) the Agent may, howeverand shall, upon being directed to do so by the Majority Lenders, notify Borrower or any Credit Party that ifinterest shall be payable on demand on all Indebtedness (other than Revolving Credit Advances, Equipment Credit Advances, Swing Line Advances and the Term Loan Advances with respect to which Sections 2.6, 2.A.6 and 4.6 hereof shall govern) owing from time to time to the Agent or any Lender, at a per annum rate equal to the then applicable Base Rate plus two percent (B) 2%); and (Dg) abovethe Agent may, such proceeding and shall, upon being directed to do so by the Majority Lenders or accelerationthe Lenders, respectivelyas applicable (subject to the terms hereof), is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waivedexercise any remedy permitted by this Agreement, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure other Loan Documents or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takelaw.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default under this Note, including, without limitation, any action (l1) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 270 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180270-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section Section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty ten (3010) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including including, without limitation, any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) the Seller shall not exercise any rights or remedies with in respect to an Event of Default under this Notethe Subordinated Obligations, including, without limitation, any action (l1) to demand or ▇s▇▇ for collection of amounts payable hereunder, under any Purchase Document in respect of the Subordinated Obligations or (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (32) of this Section 4(e2(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 150 days immediately following the receipt by the Senior Agent of notice that the Seller intends to exercise its rights or remedies in respect of the occurrence of such Event of Default Subordinated Obligations from the HolderSeller; and (D) the acceleration of the maturity of the Senior IndebtednessIndebtedness in excess of $10,000,000; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180150-day period such Event event of Default condition giving rise to the Seller’s right to exercise its rights or remedies in respect of the Subordinated Obligations has been cured or waived, the prohibition against taking the actions described in this section 4(eSection 2(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder Seller shall give thirty (30) days prior written notice to the Senior Agent before prior to taking any action described in this Section 4(e2(e), which notice shall describe with specificity the action that the Holder Seller in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, credit or any commitments to lend or any lender guaranteesextend credit under the Senior Debt Documents), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default under this Note, including, without limitation, any action (li) to demand or ▇▇▇ for collection of amounts payable hereunder, (2ii) to accelerate the principal of this Note, or (3iii) to commence commence, or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing commencing, any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) of the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) , the expiration or cash collateralization in full of all letters of credit issued under or in connection with the Senior Debt Documents and the termination of all commitments to extend credit under the Senior Debt Documents; the initiation of a proceeding (other than a proceeding prohibited by clause (3iii) of this Section 4(eX(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) ; the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) , and the acceleration of the maturity of the Senior Indebtedness; provided, provided however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(eSection X(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days days’ prior written notice to the Senior Agent before taking any action described in this Section 4(eX(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as If an Event of Default has occurred and is continuing hereunder: (a) the Collateral Agent, shall, upon being directed to do so in writing by the 66 2/3% in Interest Purchasers, declare the entire unpaid Note Indebtedness, immediately due and payable, without presentment, notice or demand, all of which are hereby expressly waived by the Company; (b) upon the occurrence of any Senior Indebtedness is outstanding (including any loans, any letters Event of credit, any commitments to lend or any lender guaranteesDefault specified in Section 6.1(k), Holder above, and notwithstanding the lack of any declaration by the Collateral Agent under preceding clause, the entire unpaid Note Indebtedness, shall become automatically and immediately due and payable; (solely c) the Collateral Agent shall, upon being directed to do so in its capacity as a holder writing by the 66 2/3% in Interest Purchasers, demand immediate delivery of this Notecash collateral, and the Company agrees to deliver such cash collateral upon demand, in an amount equal to the Note Indebtedness due and payable; (d) shall not the Collateral Agent shall, if directed to do so by the 66 2/3% in Interest Purchasers (subject to the terms hereof), exercise any remedy permitted by this Agreement, or the Transaction Documents or at law or in equity; and (e) during the continuance of any default described in Sections 6.1(a) or (b) and subject to the terms of Section 2.1(d) of the Stockholders’ Agreement, the 66 2/3% in Interest Purchasers shall have the rights or remedies with respect to set forth in Section 2.1(d) of the Stockholders’ Agreement. If an Event of Default under this NoteSection 6.1(o) shall have occurred, includingthe Company shall promptly issue to the Purchasers warrants to purchase $3,500,000 of Common Stock (the “Additional Warrants”). The Additional Warrants shall be issued to each Purchaser pro rata in such Purchaser’s Pro Rata Share. The Additional Warrants shall be in substantially the form of the Warrants, without limitationexcept that the exercise price of the Warrants shall be the Conversion Price. Notwithstanding anything to the contrary herein, any action (l) if Stockholder Approval occurs following an Event of Default, the Notes shall still convert automatically into shares of Series B Preferred Stock pursuant to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal terms of this Note, or (3) to commence or join with any other creditor (other than Agreement and the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to takeNotes.

Exercise of Remedies. So Notwithstanding anything contained in this Agreement or any other Financing Document to the contrary, for so long as any Senior Indebtedness Debt is outstanding (including outstanding, if any loansPayment Default or Nonpayment Default in respect thereof shall have occurred and is continuing, then no holder of any letters of credit, Subordinated Debt may take any commitments action to lend accelerate all or any lender guarantees), Holder portion of the Subordinated Debt (solely in its capacity as a holder of this Noteand no acceleration or purported acceleration pursuant to Section 6.2(a)(i)(B) or Section 6.2(a)(ii) shall not become effective) or exercise any rights or remedies with other Remedies in respect to an Event of Default under this Note, including, without limitation, thereof during any action period (la "STANDSTILL PERIOD"): (a) to demand or ▇▇▇ for collection of amounts payable hereunder, commencing: (2i) to accelerate in the principal of this Note, or (3) to commence or join with any other creditor (other than the holder event of a majority in principal amount Payment Default, on the date of the Senior Indebtednesssuch Payment Default; (ii) in commencing any proceeding in connection with or premised the event of a Nonpayment Default, on the occurrence of a Bankruptcy Event prior to date that the earlier Nonpayment Blockage Period begins; (b) and ending upon the earliest of: (Ai) the payment in full in cash or other immediately available funds date forty-five (45) days after the commencement of all Senior Indebtednesssuch Standstill Period; (Bii) the initiation date upon which any holder or holders of a proceeding (other than a proceeding prohibited by clause (3) any Material Obligations, or any holder or holders of this Section 4(e)) in connection with any Senior Debt, accelerate or premised upon declare such Debt to be due and payable prior to its stated maturity or prior to the occurrence regularly scheduled date or dates of a Bankruptcy Eventpayment or otherwise commence the exercise of and Remedies against the Company; (Ciii) the expiration of 180 days immediately following the receipt by the Senior Agent of notice first date upon which any of the occurrence Events of Default described in Section 6.1(e) shall have occurred and be continuing beyond any period of grace specified therein; and, in such event, the automatic acceleration of the Notes contemplated in respect of such Event of Default from pursuant to Section 6.2(a)(i)(B) shall occur immediately upon the Holdertermination of the Standstill Period; and (Div) the acceleration date of termination of the maturity of Payment Blockage Period or Nonpayment Blockage Period, as the Senior Indebtedness; provided, however, case may be. Other than during a Standstill Period. in the event that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such any Event of Default has been cured or waivedshall have occurred and shall be continuing, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as holders of the date Subordinated Debt may take action any action permitted pursuant to Section 6.2 and any other action permitted by applicable law to protect its rights and seek any Remedy in respect of an Event of Default; PROVIDED, HOWEVER, that the rights of the rescission, cure holders to receive payment in respect of the exercise of any such rights or waiver, as applicable. In remedies shall at all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice times be subject to the Senior Agent before taking any action described in provisions of Section 7.2, Section 7.4, Section 7.5, Section 7.6(b)(iv) and the other provisions of this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends to take7.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding --------------------- (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) shall not exercise any rights or remedies with respect to an Event of Default under this Note, including, without limitation, any action (l) to demand or ▇▇▇ for collection of amounts payable hereunder, (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(eX(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration of the maturity of the Senior Indebtedness; provided, however, that if, with respect to (B) and (D) above, such proceeding -------- ------- or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(eSection X(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder shall give thirty (30) days prior written notice to the Senior Agent before taking any action described in this Section 4(eX(e), which notice shall describe with specificity the action that the Holder in good faith intends to take.

Exercise of Remedies. So long as any Senior Indebtedness is outstanding (including any loans, any letters of credit, any commitments to lend or any lender guarantees), Holder (solely in its capacity as a holder of this Note) the Seller shall not exercise any rights or remedies with in respect to an Event of Default under this Notethe Subordinated Obligations, including, without limitation, any action (l) to demand or ▇s▇▇ for collection of amounts payable hereunder, under any Purchase Document in respect of the Subordinated Obligations or (2) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (32) of this Section 4(e2(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 150 days immediately following the receipt by the Senior Agent and the Second Priority Agent of notice that the Seller intends to exercise its rights or remedies in respect of the occurrence of such Event of Default Subordinated Obligations from the HolderSeller; and (D) the acceleration of the maturity of the Senior IndebtednessIndebtedness in excess of $10,000,000; provided, however, that if, with respect to (B) and (D) above, such proceeding or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180150-day period such Event event of Default condition giving rise to the Seller’s right to exercise its rights or remedies in respect of the Subordinated Obligations has been cured or waived, the prohibition against taking the actions described in this section 4(eSection 2(e) shall automatically be reinstated as of the date of the rescission, cure or waiver, as applicable. In all events, unless an event described in clause (A), (B) or (D) above has occurred and not been rescinded, the Holder Seller shall give thirty (30) days prior written notice to the Senior Agent and the Second Priority Agent before taking any action described in this Section 4(e2(e), which notice shall describe with specificity the action that the Holder Seller in good faith intends to take.

Exercise of Remedies. So long as 16.2.1 In the case of any Senior Indebtedness Event of Default which is outstanding (including any loanscontinuing, in addition to all other rights and remedies otherwise vested in, or available to, any letters of creditthe Finance Parties under the Security Documents or otherwise: (a) the Security Trustee, if so instructed by the Controlling Lenders, shall by notice to the Borrower (unless such notice is prohibited by applicable law), declare the aggregate principal amount then outstanding of, and the accrued interest on, any commitments or all of the Loans, any Break Amount, accrued commitment fees and any or all other amounts owing to lend or any lender guaranteesthe Finance Parties, to be forthwith due and payable, whereupon such amounts shall be immediately due and payable without presentment, demand (except as aforesaid), Holder protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower; and (solely in its capacity as a holder b) the Facility Agent may, and if so instructed by the Controlling Lenders, shall, by notice to the Borrower (unless such notice is prohibited by applicable law), cancel the Total Commitments whereupon they shall immediately be cancelled. 16.2.2 In the case of this Note) shall not exercise any rights or remedies with respect to the occurrence of an Event of Default under this Notereferred to in clause (f) or (g) of Section 16.1, includingin addition to all other rights and remedies otherwise vested in, without limitationor available to, any action of the Finance Parties under the Security Documents or otherwise, the Total Commitments shall automatically be cancelled and the Loans, together with accrued interest, any Break Amount, accrued commitment fees and all other amounts owing to the Finance Parties under the Loan Documents shall automatically be immediately due and payable without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower (l) unless, subsequent to demand such automatic acceleration, such automatic acceleration is waived by the Controlling Lenders). 16.2.3 For the avoidance of doubt, notwithstanding the fact that the Loans have been divided into Tranches or ▇▇▇ for collection of amounts payable hereunderanything else to the contrary in any Loan Document, (2i) to accelerate the principal of this Note, or (3) to commence or join with any other creditor (other than the holder of a majority in principal amount of the Senior Indebtedness) in commencing any proceeding in connection with or premised on the occurrence of a Bankruptcy Event prior to the earlier of: (A) the payment in full in cash or other immediately available funds of all Senior Indebtedness; (B) the initiation of a proceeding (other than a proceeding prohibited by clause (3) of this Section 4(e)) in connection with or premised upon the occurrence of a Bankruptcy Event; (C) the expiration of 180 days immediately following the receipt by the Senior Agent of notice of the occurrence of such Event of Default from the Holder; and (D) the acceleration in respect of the maturity of the Senior Indebtedness; provided, however, that if, with respect any one or more Loans relating to (B) and (D) above, such proceeding any one or acceleration, respectively, is rescinded, or with respect to (C) above, during such 180-day period such more Aircraft shall constitute an Event of Default has been cured or waived, the prohibition against taking the actions described in this section 4(e) shall automatically be reinstated as of the date of the rescission, cure or waiverDefault, as applicable. In , in respect of all events, unless an event described in clause the Loans made hereunder and (A), (Bii) the entirety of the Collateral shall secure all of the Secured Obligations and the Finance Parties shall be entitled to apply the proceeds realized from the disposition of any item of Collateral to any or (D) above has occurred and not been rescinded, all of the Holder shall give thirty (30) days prior written notice Loans without regard to the Senior Agent before taking whether any action described in this Section 4(e), which notice shall describe with specificity the action that the Holder in good faith intends such Loan relates to takeany particular Collateral.