Common use of IN THE EVENT Clause in Contracts

IN THE EVENT. OF ANY SUCH DEFAULT, and while a default continues, IHS shall, without further demand, forthwith pay to Skyview (i) as liquidated damages for loss of a bargain and not as a penalty, the present worth of the amount of all Base Rent due for the remainder of the term under this Lease (calculated as of the rental next preceding the declaration of default), and (ii) all other sums then due hereunder, Skyview may, but shall not be required to, sell the Aircraft at private or public sale, with or without notice, and without having the Aircraft present at the place of sale; or Skyview may, but shall not be required to, lease, otherwise dispose of or keep idle the Aircraft. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (i) to pay all of Skyview's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Aircraft; then (ii) to the extent not previously paid by IHS, to pay Skyview all sums due from IHS hereunder; then (iii) to reimburse to IHS any sums previously paid by IHS as liquidated damages; and (iv) any surplus shall be retained by Skyview, IHS shall pay any deficiency in clauses (i) and (ii) forthwith. The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute. IHS waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. IHS shall pay as reasonable attorney's fees twenty percent (20%) of the sum of the Base Rent then remaining unpaid and due upon default, or if prohibited by law, such lesser sum as may be permitted. Waiver of any default shall not be waiver of any other or subsequent default.

IN THE EVENT. OF ANY SUCH DEFAULT, and while a default continues, IHS shall, without further demand, forthwith pay to Skyview LOSSES OR DAMAGES SUFFERED BY ANYONE FOR OR ARISING OUT OF (i) ANY LACK OR LOSS OF USE OF ANY AIRCRAFT, EQUIPMENT, ▇▇▇▇ PARTS, VENDOR PARTS, SPARE PARTS, GROUND SUPPORT EQUIPMENT, TECHNICAL PUBLICATIONS OR DATA OR (ii) ANY SERVICES TO BE PROVIDED HEREUNDER, OR (iii) FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL HAVE ANY OBLIGATION FOR LIABILITY TO THE OTHER (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY), IN TORT (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF ▇▇▇▇ OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE. ARTICLE 20 - ASSIGNMENT This Agreement may be assigned only as liquidated damages for loss follows: 20.1 Either party may assign, sell, transfer or dispose of (in whole or in part) any of its rights and obligations hereunder to a bargain and not as a penalty, wholly owned subsidiary or affiliate provided that there is no increase to the present worth liability and/or responsibility of the amount of all Base Rent due non-assigning party and that the assigning party remains jointly and severally liable with any assignee for the remainder performance of its obligation under this Agreement. 20.2 With the other party's prior written consent not to be unreasonably withheld, either party may assign, sell, transfer or dispose of (in whole or in part) any of its rights and obligations hereunder to another entity only provided that (i) [ * ] (ii) there is no increase to the liability and/or responsibility of the term non assigning party, (iii) assigning party remains jointly and severally liable with any assignee for the performance of its obligation under this Lease Agreement, (calculated as iv) the assignment is made only for operational and financial considerations, (v) the assignee shall execute a confidentiality agreement prohibiting the disclosure of the rental next preceding the declaration of default)confidential information, and (iivi) all other sums then due hereunder[ * ] 20.3 With BRAD's prior written consent, Skyview maynot to be unreasonably withheld, but shall not be required toBuyer may assign, sell the Aircraft at private sell, transfer or public sale, with or without notice, and without having the Aircraft present at the place of sale; or Skyview may, but shall not be required to, lease, otherwise dispose of (in whole or keep idle the Aircraft. The proceeds in part) any of sale, lease or other disposition, if any, shall be applied in the following order of priorities: its rights and obligations hereunder to another entity to which Buyer does not hold majority interest provided that (i) there is no increase to pay all the liability and/or responsibility of Skyview's costs▇▇▇▇, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Aircraft; then (ii) to the extent not previously paid by IHSBuyer remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement, to pay Skyview all sums due from IHS hereunder; then (iii) to reimburse to IHS any sums previously paid by IHS as liquidated damages; the assignment is made only for operational and financial considerations, (iv) any surplus the shareholders (other than shareholders purchasing stock through arms length, publicly traded transactions) or owners of assignee, other than Buyer, are not engaged in air transportation, (v) the assignee operates or is to operate its business in a fashion that is generally held out and structured to be perceived by people knowledgeable in the industry to be closely affiliated with Buyer or Buyer's parent, (vi) the assignee shall be retained by Skyviewexecute a confidentiality agreement prohibiting the disclosure of confidential information, IHS shall pay any deficiency in clauses (i) and (iivii) forthwiththe assignee does not compete with the Bombardier Group with respect to the manufacture of aircraft. 20.4 Except as provided in Articles 20.1, 20.2 and 20.3, Buyer shall not assign, sell, transfer or dispose of (in whole or in part) any of its rights or obligations hereunder without BRAD's prior written consent, such consent not to be unreasonably withheld. The foregoing remedies are cumulativeIn the event of such assignment, sale, transfer or disposition Buyer shall remain jointly and severally liable with any assignee for the performance of all and any of Buyer's obligations under this Agreement and ▇▇▇▇ reserves the right as a condition of its consent to amend one or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute. IHS waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. IHS shall pay as reasonable attorney's fees twenty percent (20%) more of the sum terms and conditions of the Base Rent then remaining unpaid and due upon default, or if prohibited by law, such lesser sum as may be permitted. Waiver of any default shall not be waiver of any other or subsequent defaultthis Agreement.

IN THE EVENT. THAT THE PREMISES ARE RENTED OR LEASED THROUGH THE EFFORTS OF ANY SUCH DEFAULTBROKER, AND THE LEASE TERM RUNS LONGER THAN THE TERMS OF THE AGREEMENT, BROKER SHALL CONTINUE TO BE COMPENSATED AS STATED IN PARAGRAPH 5. In the event that the PREMISES is not rented or leased within sixty (60) days of the date of this Agreement, or remains vacant without being subject to a lease for any sixty (60) day period, either party may terminate this Agreement upon thirty (30) days written notice to the other party of such intention to terminate, provided that such written notice is delivered to the other party prior to the rental or lease of the premises through the efforts of BROKER. If the PREMISES contain multiple rental units, the termination provisions of this section will only apply if all units were not rented or leased within sixty (60) days of the date of this Agreement, or all units remained vacant for any sixty (60) day period. Termination of this Agreement shall not adversely affect the rights of tenants under then existing leases. SPECIFIC AUTHORITY FOR REPAIR AND ALTERATIONS OWNER hereby gives BROKER the following authority and powers and agrees to pay promptly on demand all legitimate expenses in connection with the following: to purchase necessary supplies; to contract for such utility services as BROKER may deem advisable; to make necessary repairs to the PREMISES without the express written consent of OWNER, limited to $ in any [ ] month [ ] year, and while a default continuesto make Owner authorized alterations and decorations. In addition to other authority of BROKER, IHS shallBROKER may pay or incur without limitation on behalf of OWNER monthly or recurring operating charges and/or emergency repair, without further demandif, forthwith in the reasonable opinion of the BROKER, such repairs are necessary to protect the property from damage or maintain services to the tenants as called for in state law or Rental Agreement. BROKER is authorized on behalf of OWNER to hire, discharge, supervise and pay any employees or contractors for work performed. All providers of services shall be deemed to Skyview (i) as liquidated damages for loss be acting on behalf of a bargain the OWNER and not as a penaltythe BROKER. BROKER will not be liable to the OWNER or others for any act, default or negligence on the present worth part of such persons, contractors or other workmen, providing BROKER has taken reasonable care in engaging them or their employers. A Reserve Fund will be established and maintained from property proceeds in the amount of $ , to be paid (a) from first rental payments, or (b) $ per month from rental proceeds. BROKER’S RESPONSIBILITIES In addition to the foregoing, the BROKER will perform the following functions on OWNER’S behalf: Make reasonable efforts to collect all Base Rent the rents and other fees due for the remainder from tenants when such amounts become due, and deposit same into an agency account maintained on behalf of the term OWNER, but BROKER does not guarantee the payment of any tenant’s rent; Withdraw from such account all funds needed for proper disbursements for expenses payable by the OWNER including without limitation, BROKER’s compensation; and remit balance of rent to OWNER at OWNER’S address set forth in Paragraph 9 with a written statement within 30 days of rent receipt, indicating said receipts and disbursements; and [ ] OWNER, [ ] OWNER AND [ ] BROKER HAVE READ THIS PAGE. Form 430 PAGE 1 OF 4 Collect and place into escrow accounts, as required by law, security deposits under this Lease (calculated any lease. BROKER is authorized to disburse the security deposit at such times and to such persons as BROKER shall in good faith believe to be entitled to such funds in accordance with the South Carolina laws governing security deposits. Any interest earned on said deposits, shall with tenant’s permission belong to BROKER. BROKER’S COMPENSATION In consideration of the rental next preceding services rendered by BROKER, OWNER agrees to pay BROKER the declaration following forms of default)compensation: FOR SET-UP/ORIGINATION – a fee of $ to be paid at the time of execution of the contract. FOR MANAGEMENT – a fee equal to % of gross receipts collected including all sums collectible under any leases, and (ii) all other sums then due hereunderwith a minimum monthly fee of $ . FOR LEASING – a fee equal to % of the first full month’s rent for each new tenant’s lease shall be paid to BROKER, Skyview mayin addition to the management fee provided for in paragraph 5b above, but shall not be required topayable in connection with renewals. CHARGES TO TENANTS – Late Rent Administration Charge, sell the Aircraft at private or public saleReturned Check Charges, with or without notice, Releasing Administration Charge and without having the Aircraft present at the place of sale; or Skyview may, but shall not be required to, lease, otherwise dispose of or keep idle the Aircraft. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (i) to pay all of Skyview's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Aircraft; then (ii) to the extent not previously application fees paid by IHS, tenants under any lease are the property of BROKER to pay Skyview all sums due from IHS hereunder; then (iii) to reimburse to IHS any sums previously paid by IHS as liquidated damages; and (iv) any surplus shall be retained by Skyview, IHS shall pay any deficiency offset expenses in clauses (i) and (ii) forthwith. The foregoing remedies are cumulative, and any or all thereof may be exercised enforcing the respective provisions unless otherwise stipulated in lieu of or in addition to each other or any remedies at law, in equity, or under statute. IHS waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. IHS shall pay as reasonable attorney's fees twenty percent (20%) of the sum of the Base Rent then remaining unpaid and due upon default, or if prohibited by law, such lesser sum as may be permitted. Waiver of any default shall not be waiver of any other or subsequent defaultparagraph 15.

IN THE EVENT. OF DEFAULT OR BREACH BY TENANT IN THE PAYMENT OF THE RENTALS HEREIN RESERVED OR IN THE PERFORMANCE OF ANY OF THE OTHER COVENANTS, TERMS OR CONDITIONS HEREOF REQUIRED TO BE KEPT OR PERFORMED BY TENANT SUCH AS TO CAUSE A DEFAULT, and while a default continuesINCLUDING, IHS shall, without further demand, forthwith pay to Skyview (i) as liquidated damages for loss of a bargain and not as a penaltyBUT NOT LIMITED TO, the present worth failure of Tenant to pay rents, utilities, taxes or assessments when due, failure to maintain adequate and proper insurance coverage, or to fulfill any other obligation set forth in Section III, relating to Use of Demised Premises; Section IV, relating to Tenant's Additional Agreements; Section V, relating to Utilities; Section VI, relating to Real Estate Taxes; Section VII, relating to Maintenance; Section IX, relating to Property in the Demised Premises; Section X, relating to Assignment and Subletting; Section XII, relating to Access to Demised Premises; Section XV, relating to Insurance and Indemnity, and Section XXII, relating to Liens, such as to cause a default, and such default shall continue for a period of thirty (30) days after written notification thereof has been delivered to Tenant, as hereinafter provided, then in such event and as often as the same occurs, Landlord may, at its option, terminate this Lease without any further notice and re-enter upon and take possession of the amount of all Base Rent due for the remainder of the term under this Lease (calculated as of the rental next preceding the declaration of default), and (ii) all other sums then due hereunder, Skyview may, but shall not be required to, sell the Aircraft at private or public sale, with or without notice, and without having the Aircraft present at the place of sale; or Skyview may, but shall not be required to, lease, otherwise dispose of or keep idle the Aircraft. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (i) to pay all of Skyview's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Aircraft; then (ii) to the extent not previously paid by IHS, to pay Skyview all sums due from IHS hereunder; then (iii) to reimburse to IHS any sums previously paid by IHS as liquidated damages; and (iv) any surplus shall be retained by Skyview, IHS shall pay any deficiency in clauses (i) and (ii) forthwith. The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each other or any remedies at law, in equity, or under statute. IHS waives notice of sale or other disposition (and the time and place thereof)leased premises, and the manner Tenant's leasehold shall be forfeited and place terminated, and Landlord shall thereby hold and possess the same as its absolute property free and clear of any advertising. IHS shall pay as reasonable attorney's fees twenty percent (20%) claims or, by or through Tenant, and Landlord may pursue any and all other remedies available under the laws of the sum Commonwealth of Kentucky for violation of any covenant or condition hereof, and all such remedies shall be deemed cumulative and not exclusive. No action by Landlord pursuant to this Section XIX shall impair the right to rental due or accrued up to the time of termination and re-entry hereunder or damages caused by the Tenant's breach of the Base Rent then remaining unpaid and due upon defaultobligations under this Lease, or if prohibited including, but not limited to, future rents as allowed by law, such lesser sum as may be permitted. Waiver of any default shall not be waiver of any other or subsequent default.

IN THE EVENT. OF ANY SUCH DEFAULTLOSSES OR DAMAGES SUFFERED BY ANYONE FOR OR ARISING OUT OF (I) ANY LACK OR LOSS OF USE OF ANY AIRCRAFT, EQUIPMENT, BOMBARDIER PARTS, VENDOR PARTS, SPARE PARTS, GROUND SUPPORT EQUIPMENT, TECHNICAL PUBLICATIONS OR DATA OR (II) ANY SERVICES TO BE PROVIDED HEREUNDER, OR (III) FOR ANY FAILURE TO PERFORM ANY OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL HAVE ANY OBLIGATION FOR LIABILITY TO THE OTHER (AT LAW OR IN EQUITY), WHETHER ARISING IN CONTRACT (INCLUDING WITHOUT LIMITATION, WARRANTY), IN TORT (INCLUDING THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF BOMBARDIER OR ITS AFFILIATES), OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE. ARTICLE 20 - ASSIGNMENT This Agreement may be assigned only as follows: 20.1 Either party may assign, sell, transfer or dispose of (in whole or in part) any of its rights and while obligations hereunder to a default continueswholly owned subsidiary or affiliate provided that there is no increase to the liability and/or responsibility of the non-assigning party and that the assigning party remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement. 20.2 With the other party's prior written consent not to be unreasonably withheld, IHS shalleither party may assign, without further demandsell, forthwith pay transfer or dispose of (in whole or in part) any of its rights and obligations hereunder to Skyview another entity only provided that (i) as liquidated damages for loss of a bargain and not as a penalty, ------------------------- --------------------------------------------- -------------------- (ii) there is no increase to the present worth liability and/or responsibility of the amount of all Base Rent due non assigning party, (iii) assigning party remains jointly and severally liable with any assignee for the remainder performance of the term its obligation under this Lease Agreement, (calculated as iv) the assignment is made only for operational and financial considerations, (v) the assignee shall execute a confidentiality agreement prohibiting the disclosure of the rental next preceding the declaration of default)confidential information, and (iivi) all other sums then due hereunder---------------------------------------- --------------------------------------------- --------------------------------------------- --------------------------------------------- ------------------------- 20.3 With Bombardier's prior written consent, Skyview maynot to be unreasonably withheld, but shall not be required toBuyer may assign, sell the Aircraft at private sell, transfer or public sale, with or without notice, and without having the Aircraft present at the place of sale; or Skyview may, but shall not be required to, lease, otherwise dispose of (in whole or keep idle the Aircraft. The proceeds in part) any of sale, lease or other disposition, if any, shall be applied in the following order of priorities: its rights and obligations hereunder to another entity to which Buyer does not hold majority interest provided that (i) there is no increase to pay all the liability and/or responsibility of Skyview's costsBombardier, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Aircraft; then (ii) to the extent not previously paid by IHSBuyer remains jointly and severally liable with any assignee for the performance of its obligation under this Agreement, to pay Skyview all sums due from IHS hereunder; then (iii) to reimburse to IHS any sums previously paid by IHS as liquidated damages; the assignment is made only for operational and financial considerations, (iv) any surplus the shareholders (other than shareholders purchasing stock through arms length, publicly traded transactions) or owners of assignee, other than Buyer, are not engaged in air transportation, (v) the assignee operates or is to operate its business in a fashion that is generally held out and structured to be perceived by people knowledgeable in the industry to be closely affiliated with Buyer or Buyer's parent, (vi) the assignee shall be retained by Skyviewexecute a confidentiality agreement prohibiting the disclosure of confidential information, IHS shall pay any deficiency in clauses (i) and (iivii) forthwith. The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu the assignee does not compete with the Bombardier Group with respect to the manufacture of or in addition to each other or any remedies at law, in equity, or under statute. IHS waives notice of sale or other disposition (and the time and place thereof), and the manner and place of any advertising. IHS shall pay as reasonable attorney's fees twenty percent (20%) of the sum of the Base Rent then remaining unpaid and due upon default, or if prohibited by law, such lesser sum as may be permitted. Waiver of any default shall not be waiver of any other or subsequent defaultaircraft.

IN THE EVENT. OF ANY FAILURE OF TENANT TO PAY ANY BASE RENT, ADDITIONAL RENT OR OTHER AMOUNTS DUE HEREUNDER WITHIN TEN (10) DAYS AFTER LANDLORD HAS PROVIDED WRITTEN NOTICE TO TENANT OF SUCH DEFAULTFAILURE (EXCEPT THAT IF TENANT IS IN MONETARY DEFAULT ACCORDING TO THE TERMS OF THIS LEASE WITHIN THE LAST 12 MONTHS, and while THEN LANDLORD SHALL NOT BE REQUIRED TO provide notice to Tenant for a default continues, IHS shall, without further demand, forthwith pay to Skyview (i) as liquidated damages for loss of a bargain and not as a penalty, the present worth of the amount of all Base Rent due for the remainder of the term under this Lease (calculated as of the rental next preceding the declaration of monetary default), or any failure to perform any other of the terms, conditions or covenants of this Lease to be observed or performed by Tenant with all reasonable diligence, but in any event for more than thirty (30) after written notice of such failure shall have been given to Tenant, or if Tenant or an agent of Tenant shall falsify any report required to be furnished to Landlord pursuant to the terms of this Lease, or if Tenant or any guarantor of this Lease shall become bankrupt or insolvent, or file any debtor proceedings, or any person shall file against Tenant or any guarantor of this Lease in any court pursuant to any statute either of the United States or of any state a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Tenant’s or any such guarantor’s property, or if Tenant or any such guarantor makes an assignment for the benefit of creditors, or petitions for or enters into any similar arrangement, or if any guarantor of this Lease shall be in default in the performance of any covenant, duty or obligation under any guaranty or other agreement entered into with or in favor of Landlord and such default shall remain uncured for a period of thirty (ii30) all other sums days or more after notice of such default (except in the case of a filing of an involuntary petition against Tenant in bankruptcy, in which case the notice shall be sixty (60) days), or suffer this Lease to be taken under any writ of execution (any one or more of the foregoing shall constitute an “Event of Default”), then due in any such event Tenant shall be in default hereunder, Skyview mayand Landlord, but shall not be required to, sell the Aircraft at private or public sale, with or without notice, and without having the Aircraft present at the place of sale; or Skyview may, but shall not be required to, lease, otherwise dispose of or keep idle the Aircraft. The proceeds of sale, lease or other disposition, if any, shall be applied in the following order of priorities: (i) to pay all of Skyview's costs, charges and expenses incurred in taking, removing, holding, repairing and selling, leasing or otherwise disposing of the Aircraft; then (ii) to the extent not previously paid by IHS, to pay Skyview all sums due from IHS hereunder; then (iii) to reimburse to IHS any sums previously paid by IHS as liquidated damages; and (iv) any surplus shall be retained by Skyview, IHS shall pay any deficiency in clauses (i) and (ii) forthwith. The foregoing remedies are cumulative, and any or all thereof may be exercised in lieu of or in addition to each any other rights and remedies it may have, shall have with prior notice the immediate right of re-entry and may remove all persons and property from the Demised Premises and such property may be removed and stored in a public warehouse or any remedies elsewhere at lawthe sole cost of, in equityand for the account of Tenant, all without service of notice or resort to legal process and without being guilty of trespass, or under statute. IHS waives notice of sale becoming liable for any loss or other disposition (and the time and place thereof), and the manner and place of any advertising. IHS shall pay as reasonable attorney's fees twenty percent (20%) of the sum of the Base Rent then remaining unpaid and due upon default, or if prohibited by law, such lesser sum as damage which may be permitted. Waiver of any default shall not be waiver of any other or subsequent defaultoccasioned thereby.