Common use of Remedies on Default Etc Clause in Contracts

Remedies on Default Etc. Acceleration If an Event of Default with respect to the Company described in Section 11(g), 11(h) or 11(i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Remedies on Default Etc. Acceleration If an Event In case any one or more Defaults or Events of Default with respect to the Company described in Section 11(g), 11(h) or 11(i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due occur and payable. If any other Event of Default has occurred and is be continuing, the Required Holders holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at any time at their optionlaw, by notice suit in equity or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1other appropriate proceeding, whether automatically for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by declaration, such Notes will forthwith mature law or otherwise. The Company agrees to pay all reasonable costs and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon expenses (including, without limitation, interest accrued thereon at the Default Ratereasonable fees and out-of-pocket expenses of (a) and (y) the Make-Whole Amount determined in respect of such principal amount (prior to the full extent permitted by applicable law), shall all be immediately due occurrence and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and during the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result continuance of an Event of Default, is intended to provide compensation one (1) legal counsel for the deprivation Collateral Agent and for the holders of the Notes and (b) following the occurrence and during the continuance of an Event of Default, one (1) legal counsel for the Collateral Agent and one (1) additional legal counsel for each of the holders of the Notes) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof such right under further amount as shall be sufficient to cover the cost and expenses of collection, including, without limitation, reasonable attorneys' fees, expenses and disbursements, to the extent not paid pursuant to the preceding paragraph. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such circumstancesholder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies on Default Etc. Acceleration Acceleration. If an Event of Default with respect to the Company described in Section 11(g), 11(h) or 11(iSection 11(h) (other than an Event of Default described in clause (i1) of Section 11(g) or described in clause (vi6) of Section 11(g) by virtue of the fact that such clause encompasses clause (i1) of Section 11(g)) has occurredoccurred and is continuing, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. If any Event of Default described in Section 11(a) or Section 11(b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x1) all accrued and unpaid interest thereon (including, without limitationbut not limited to, interest accrued thereon at the Default Rate) and (y2) the Make-Whole Amount Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Remedies on Default Etc. Acceleration Acceleration. If an Event of Default with respect to the either Constituent Company described in Section 11(g), 11(h(h) or 11(i(i) (other than an Event of Default described in clause (i1) of Section 11(g) or described in clause (vi6) of Section 11(g) by virtue of the fact that such clause encompasses clause (i1) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the CompanyIssuer, declare all the Notes then outstanding to be immediately due and payable. If any Event of Default described in Section 11(a) or (b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Issuer, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x1) all accrued and unpaid interest thereon (including, without limitation, including interest accrued thereon at the applicable Default Rate) and all accrued and unpaid Excess Leverage Fees (yincluding interest accrued thereon at the applicable Default Rate), and (2) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law)amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company Issuer acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company Issuer (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company Issuer in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.. ​

Remedies on Default Etc. Acceleration If an Event In case any one or more Events of Default shall occur and be continuing and acceleration of this Note or any other indebtedness of the Payor to the Payees shall have occurred, each Payee may, among other things, proceed to protect and enforce its rights by an action at law, suit in equity or other appropriate Proceeding, whether for the specific performance of any agreement contained herein or the Financing Documents or Series A Documents (as defined in the Purchase Agreement) between the Payor and such Payee, or for an injunction against a violation of any of the terms hereof or thereof or in and of the exercise of any power granted hereby or thereby or by Law. No right conferred upon each Payee hereby or by the Purchase Agreement shall be exclusive of any other right referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise. Conversion of this Note. ----------------------- If the closing of an Equity Financing occurs prior to the Maturity Date, the Payees may elect, in their sole discretion, by delivering notice to the Payor within 5 Business Days of delivery by the Payor to the Payees of the final term sheet with respect to the Company described in Section 11(g)such Equity Financing, 11(h) to convert all or 11(i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue any portion of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all this Note and the accrued and unpaid interest thereon (includingthe "Subject Amount"), without limitation, interest accrued thereon at into the Default Rate) and number of shares of Securities issued in such Equity Financing equal to the quotient obtained by dividing: (yi) the Make-Whole portion of the Subject Amount determined specified by the Payees to be so converted by (ii) the lowest price per equity Security paid in respect such Equity Financing; provided, however, that the Payees may not elect to convert all or any portion of the Subject Amount to the extent that such conversion will violate any law, rule, regulation or requirement applicable to the Payor, including any rule or requirement of the NASDAQ Stock Market or any other exchange or market on which any of the Payor's Securities may be listed. If the Payees exercise their right not to convert, or are prevented from exercising their right to convert pursuant to the proviso in Section 4(a) above, all or any portion of the principal amount (of this Note and the accrued and unpaid interest thereon in connection with the closing of an Equity Financing occurring prior to the full extent permitted by applicable lawMaturity Date (the "Excluded Amount"), then, upon the request of the Payees at any time thereafter, the Excluded Amount shall all be immediately due and payable, paid by the Payor to each Payee in accordance with the percentage allocation set forth opposite such Xxxxx's name on Schedule 1 hereto by wire transfer of immediately available funds to a bank account designated by each and every case without presentment, demand, protest or further notice, all of which are hereby waivedPayee. The Company acknowledges, and Payor shall provide the parties hereto agree, that each holder Payees with at least ten days' prior written notice of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment anticipated closing of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstancesany Equity Financing.

Remedies on Default Etc. Acceleration Acceleration. If an Event of Default with respect to the Company described in Section 11(g), 11(h) or 11(iSection 11(h) (other than an Event of Default described in clause (i1) of Section 11(g) or described in clause (vi6) of Section 11(g) by virtue of the fact that such clause encompasses clause (i1) of Section 11(g)) has occurredoccurred and is continuing, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at its or their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. If any Event of Default described in Section 11(a) or Section 11(b) has occurred and is continuing, any holder or holders of Notes at the time outstanding affected by such Event of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x1) all accrued and unpaid interest thereon (including, without limitationbut not limited to, interest accrued thereon at the Default Rate) and (y2) the applicable Make-Whole Amount Amount, if any, determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) ), and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Remedies on Default Etc. Acceleration After an Event of Default has occurred, the Company shall promptly notify all of the holders of the Notes in writing of such occurrence. Upon the occurrence of an Event of Default, and at any time thereafter while such Event of Default is continuing, the holders of a majority in aggregate principal amount of the Notes at the time outstanding, by written notice to the Company, may declare (a "Declaration") due and payable an amount equal to all unpaid principal of, premium, if any, and accrued interest on, all Notes issued and outstanding (the "Default Amount"). If an Event of Default specified in clause (g) or (h) of Subsection 8.1 occurs, the Default Amount shall become and be immediately due and payable without the need for any declaration or other act on the part of any of the holders of the Notes. The holders of a majority in aggregate principal amount of the Notes, by written notice to the Company, may rescind any Declaration if all Events of Default then continuing (other than any Events of Default with respect to the Company described in Section 11(g)nonpayment of principal of or interest on any Note which has become due solely as a result of such Declaration) have been cured. In addition, 11(h) or 11(i) (other than an Event any holder of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue any of the fact that such clause encompasses clause (i) Notes may proceed to enforce its rights by suit in equity, action at law and/or other appropriate means to collect the payment of Section 11(g)) has occurred, all principal or interest on the Notes then outstanding shall automatically become immediately due and payable. If or to enforce the performance of any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice provision hereunder or notices to the Company, declare all under the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon (including, without limitation, interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waivedother Transaction Documents. The Company acknowledgeshereby agrees to pay on demand reasonable costs and expenses, and the parties hereto agreeincluding without limitation reasonable attorneys' fees, that each Incurred or paid by any holder of a Note has the right to maintain its investment in the Notes free from repayment by in enforcing such holders rights upon the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result occurrence of an Event of Default. No provision of this Agreement, the other Transaction Documents or the Notes shall alter or impair the obligation of the Company, which is intended absolute and unconditional, to provide compensation for pay the deprivation of such right under such circumstancesprincipal and interest on the Notes at the times, places and rates, and in the currency provided.

Remedies on Default Etc. Acceleration After an Event of Default has occurred, the Company shall promptly notify all of the holders of the Notes in writing of such occurrence. Upon the occurrence of an Event of Default, and at any time thereafter while such Event of Default is continuing, the holders of a majority in aggregate principal amount of the Notes at the time outstanding, by written notice to the Company, may declare (a "Declaration") due and payable an amount equal to all unpaid principal of, premium, if any, and accrued interest on, all Notes issued and outstanding (the "Default Amount"). If an Event of Default specified in clause (f) or (g) of Subsection 9.1 occurs, the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of any of the holders of the Notes. The holders of a majority in aggregate principal amount of the Notes, by written notice to the Company, may rescind any Declaration if all Events of Default then continuing (other than any Events of Default with respect to the Company described nonpayment of principal of or interest on any Note which has become due solely as a result of such Declaration) have been cured. In addition, if holders of a majority in Section 11(g), 11(h) or 11(i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid aggregate principal amount of such NotesNotes make a Declaration which is not rescinded, plus (x) all accrued and unpaid any holder of any of the Notes may proceed to enforce its rights by suit in equity, action at law and/or other appropriate means to collect the payment of principal or interest thereon (including, without limitation, interest accrued thereon at on the Default Rate) and (y) Notes or to enforce the Make-Whole Amount determined in respect performance of such principal amount (to any provision hereunder or under the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest Notes or further notice, all of which are hereby waivedthe other Transaction Documents. The Company acknowledgeshereby agrees to pay on demand reasonable costs and expenses, and the parties hereto agreeincluding without limitation reasonable attorneys' fees, that each Incurred or paid by any holder of a Note has the right to maintain its investment in the Notes free from repayment by in enforcing such holders rights upon the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result occurrence of an Event of Default. No provision of this Agreement, the other Transaction Documents or the Notes shall alter or impair the obligation of the Company, which is intended absolute and unconditional, to provide compensation for pay the deprivation of such right under such circumstancesprincipal and interest on the Notes at the times, places and rates, and in the currency provided.

Remedies on Default Etc. Acceleration If an Event In case any one or more Events of Default with respect to the Company described in Section 11(g), 11(h) or 11(i) (other than an Event Potential Events of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due occur and payable. If any other Event of Default has occurred and is be continuing, the Required Holders holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at any time at their optionlaw, by notice suit in equity or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1other appropriate proceeding, whether automatically for the specific performance of any agreement contained herein or in such Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by declaration, such Notes will forthwith mature law or otherwise. The Company agrees to pay all reasonable costs and the entire unpaid principal amount of such Notes, plus (x) all accrued and unpaid interest thereon expenses (including, without limitation, interest accrued thereon at the Default Rate) and (ya) the Makereasonable fees and out-Whole Amount determined in respect of such principal amount (of-pocket expenses of, prior to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event of Default, is intended to provide compensation one (1) legal counsel for the deprivation agent for the holders of the Notes and one (1) additional legal counsel for the holder of the Notes and, following an Event of Default, one (1) legal counsel for the agent for the holders of the Notes and one (1) additional legal counsel for each of the holders of the Notes and (b) the fees and Administrative Expenses (as such right term is defined in the Collateral Agency Agreement) of the Collateral Agent under the Collateral Agency Agreement and the other Operative Agreements)) incurred by the Collateral Agent or the holders of the Notes in connection with interpreting, administering, preserving, enforcing or exercising any rights or remedies under this Agreement, the Notes or any other Operative Agreement, whether or not legal action is instituted. Any fees, expenses or other charges which the Collateral Agent or the holders of the Notes are entitled to receive from the Company hereunder shall constitute an obligation of the Company pursuant to the Notes, and shall bear interest until paid at a rate per annum equal to the maximum rate in effect and permitted hereunder. In case of a default in the payment of any principal of or premium, if any, or interest on any Note, the Company will pay to the holder thereof such circumstancesfurther amount as shall be sufficient to cover the cost and expenses of collection, including, without limitation, reasonable attorneys' fees, expenses and disbursements. No course of dealing and no delay on the part of any holder of any Note in exercising any right, power or remedy shall operate as a waiver thereof or otherwise prejudice such holder's rights, powers or remedies. No right, power or remedy conferred by this Agreement or by any Note upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.

Remedies on Default Etc. Acceleration Section 12.1. Acceleration(a) . If an Event of Default with respect to the Company described in Section 11(g), 11(h) or 11(i) (other than an Event of Default described specified in either clause (if) or (g) of Section 11(g11 as it relates to the Company or a Significant Subsidiary) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred occurs and is continuing, then and in every such case the Required Holders may at any time at their optiondeclare the unpaid principal of, by notice or notices to the Companypremium, declare if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable, by a notice (an "Acceleration Notice") in writing to the Company and upon such declaration such principal amount, premium, if any, and accrued and unpaid interest (i) shall become immediately due and payable or (ii) if there are any amounts outstanding under the Senior Bank Facilities, shall become due and payable upon the first to occur of an acceleration under the Senior Bank Facilities or 5 business days after receipt by the Company and the Representative under the Senior Bank Facilities of such Acceleration Notice but only if such Event of Default is then continuing. Upon any such declaration, but subject to the immediately preceding sentence, such amount shall be immediately due and payable. Upon any Notes becoming due and payable under this If an Event of Default specified in clause (f) or (g) of Section 12.111 occurs as it relates to the Company, whether automatically or by declaration, such Notes will forthwith mature and the entire all unpaid principal amount of such Notesof, plus (x) all and premium, if any, and accrued and unpaid interest thereon (includingon, the Notes then outstanding will ipso facto become due and payable without limitation, interest accrued thereon at any declaration or other act on the Default Rate) and (y) the Make-Whole Amount determined part of any Holder. The Holders of a majority in respect of such principal amount (to the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note has the right to maintain its investment in the Notes free from repayment by the Company then outstanding may rescind an acceleration and its consequences if (except as herein specifically provided fori) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result of an Event all existing Events of Default, is intended to provide compensation for other than the deprivation non-payment of the principal of and premium, if any, and accrued and unpaid interest on the Notes which has become due solely by such right under such circumstancesdeclaration of acceleration, have been cured or waived and (ii) rescission would not conflict with any judgment or decree of a court of competent jurisdiction.

Remedies on Default Etc. Acceleration After an Event of Default has ------------------------ occurred, the Company shall promptly notify all of the holders of the Notes in writing of such occurrence. Upon the occurrence of an Event of Default, and at any time thereafter while such Event of Default is continuing, the holders of a majority in aggregate principal amount of the Notes at the time outstanding, by written notice to the Company, may declare (a "Declaration") due and payable an amount equal to all unpaid principal of, premium, if any, and accrued interest on, all Notes issued and outstanding (the "Default Amount"). If an Event of Default specified in clause (f) or (g) of Subsection 9.1 occurs, the Default Amount shall ipso facto become and be immediately due and payable without any declaration or other act on the part of any of the holders of the Notes. The holders of a majority in aggregate principal amount of the Notes, by written notice to the Company, may rescind any Declaration if all Events of Default then continuing (other than any Events of Default with respect to the Company described nonpayment of principal of or interest on any Note which has become due solely as a result of such Declaration) have been cured. In addition, if holders of a majority in Section 11(g), 11(h) or 11(i) (other than an Event of Default described in clause (i) of Section 11(g) or described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause (i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable. If any other Event of Default has occurred and is continuing, the Required Holders may at any time at their option, by notice or notices to the Company, declare all the Notes then outstanding to be immediately due and payable. Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by declaration, such Notes will forthwith mature and the entire unpaid aggregate principal amount of such NotesNotes make a Declaration which is not rescinded, plus (x) all accrued and unpaid any holder of any of the Notes may proceed to enforce its rights by suit in equity, action at law and/or other appropriate means to collect the payment of principal or interest thereon (including, without limitation, interest accrued thereon at on the Default Rate) and (y) Notes or to enforce the Make-Whole Amount determined in respect performance of such principal amount (to any provision hereunder or under the full extent permitted by applicable law), shall all be immediately due and payable, in each and every case without presentment, demand, protest Notes or further notice, all of which are hereby waivedthe other Transaction Documents. The Company acknowledgeshereby agrees to pay on demand reasonable costs and expenses, and the parties hereto agreeincluding without limitation reasonable attorneys' fees, that each Incurred or paid by any holder of a Note has the right to maintain its investment in the Notes free from repayment by in enforcing such holders rights upon the Company (except as herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the Company in the event that the Notes are prepaid or are accelerated as a result occurrence of an Event of Default. No provision of this Agreement, the other Transaction Documents or the Notes shall alter or impair the obligation of the Company, which is intended absolute and unconditional, to provide compensation for pay the deprivation of such right under such circumstancesprincipal and interest on the Notes at the times, places and rates, and in the currency provided.