Common use of No Waivers; Amendments Clause in Contracts

No Waivers; Amendments. 10.7.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, that no such amendment or waiver shall, (i) unless signed by all of the Holders, amend the provisions of Section 2 or any definition used herein, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment shall be effective as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provision.

No Waivers; Amendments. 10.7.1 7.6.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 7.6.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, however, that no such -------- ------- amendment or waiver shall, (i) unless signed by all of the Holders, amend the provisions of Section 2 or any definition used herein2.1, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein 7.6.2 or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 7.6.2 or any other provision of this Stockholders Agreement Agreement, and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF DesigneesHolders who are members of the CapZ Group, on the one handamend Section 3.1, and the Existing Stockholders DesigneesSection 3.2, on the other handArticle 4, no amendment shall be effective or Article 5, or grant a waiver thereunder, so as to Section 6.1 (A) impose additional obligations on members of the CapZ Group that are not imposed on other Holders or any definition used therein, and each Holder, on behalf (B) adversely affect the rights granted to the members of itself and CapZ Group where such Holder's transferees hereunder, delegates amendment or waiver does not apply to such Persons the right same extent to so amend such provisionthe rights granted to other Holders.

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 Any (b) Subject to Section 2.2, this Agreement may only be amended, modified, or supplemented by an instrument in writing executed by the Company and each Holder owning at least five percent (5%) of the Fully Diluted Common Shares; provided, that no provision of this Stockholders Agreement may shall be amended amended, modified, or waived ifsupplemented in a manner that is disproportionately and materially adverse to any individual Holder or a group of Holders, but without the prior written consent of such Holder or group of Holders, as applicable; provided, however, that any provision of this Agreement requiring the written consent or agreement of the Holders holding a Holder Ownership Percentage in excess of the Holder Ownership Percentage collectively held by the Major Holders can only ifbe amended, such amendment modified, or waiver is supplemented by an instrument in writing and is signed executed by the Company and the Required Holders collectively holding such higher Holder Ownership Percentage; provided, further, however, this Section 7.9(b) can only be amended with the approval of all Holders; provided, further, however, that no such amendment or waiver shall, (i) unless signed by all to the extent that any of the Holdersconsent or approval rights contained in this Section 7.9(b) would violate the DOT’s and FAA’s U.S. citizenship requirements, amend such consent or approval rights shall be considered null and void to the extent of any such violation. Any such written amendment, modification, or supplement will be binding upon the Company and each Holder. (c) No waiver by any party of any of the provisions of Section 2 or any definition used herein, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as to Section 6.1 a waiver in respect of any failure, breach, or any definition used thereindefault not expressly identified by such written waiver, whether of a similar or different character, and each Holderwhether occurring before or after that waiver. No failure to exercise, on behalf or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of itself and such Holder's transferees hereunderany right, delegates to such Persons remedy, power, or privilege hereunder preclude any other or further exercise thereof or the right to so amend such provisionexercise of any other right, remedy, power, or privilege.

No Waivers; Amendments. 10.7.1 8.10.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 8.10.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required HoldersHolders holding at least 66-2/3% of the Fully-Diluted Common Stock; provided, provided that no such amendment or waiver shall, (i) unless signed by all the Majority DFJ Holders or the Majority Capital Z Holders, as applicable, amend the provisions of Section 2.1 applicable to such Majority DFJ Holders or Majority ----------- Capital Z Holders, (ii) unless signed by the Majority Capital Z Holders, amend the provisions of Article 3, (iii) unless signed by Holders holding at least 66- --------- 2/3% of the Fully-Diluted Common Stock held by all Holders, amend the provisions of Section 2 4.1, Section 4.2 or any definition used hereinSection 4.3 (or Section 4.5 insofar as it relates ----------- ----------- ----------- ----------- to Section 4.1, Section 4.2 or Section 4.3), (iiiv) unless signed by the Key ----------- ----------- ----------- Employees, amend the provisions of Section 4.4 (or Section 4.5 insofar as it ----------- ----------- relates to Section 4.4), or (iv) unless signed by all of the Holders affected, ----------- (A) amend the provisions of this Section 10.7.2 or any definition used therein 8.10.2 or (B) change the number of -------------- Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 8.10.2 or any other provision of this Stockholders Agreement and (iii) unless signed -------------- Agreement. Any such transferee who obtains such rights must agree to be bound by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment shall be effective as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provisionthis Agreement.

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder party in exercising any right, power or remedy privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedyprivilege. The rights and remedies herein provided for herein are shall be cumulative and are not exclusive of any rights or remedies that may be available to the Company or any Holder at law or in equity or otherwiseprovided by law. 10.7.2 (b) Any provision of this Stockholders Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, PROVIDED that no such amendment or waiver shall, (i) unless signed by all of the HoldersPurchasers or the Noteholders, amend as the provisions case may be, (i) except as provided in Section 9.1, change the amount of Section 2 or any definition used hereinNotes to be purchased by any Purchaser pursuant to this Agreement, (ii) unless signed by all extend the period of time during which the Holders affectedPurchasers shall be obligated to purchase Notes pursuant to this Agreement, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (Biii) change the number of Holders which Purchasers or the Noteholders, as the case may be, that shall be required for the Holders Purchasers or the Noteholders, as the case may be, or any of them to take any action under this Section 10.7.2 11.2(b) or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend (iv) reduce the provisions rate or amount or extend the time for payment of Sections 4.1interest or premium, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designeesif any, on any Note, (v) reduce the one hand, and principal amount of or extend the Existing Stockholders Designees, on fixed maturity of any Notes or alter the redemption provisions with respect thereto or (vi) make any Note payable in money or property other hand, no amendment shall be effective than as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provisionstated herein.

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder party at law or in equity or otherwise. 10.7.2 (b) Any provision of this Stockholders Agreement may be amended amended, supplemented or waived if, but only if, such amendment amendment, supplement or waiver is in writing and is signed by the Company Issuers and the Required HoldersHolders of the majority of the outstanding Securities, EXCEPT amendments of Section 6.1, which require consent by the Issuers and Holders of a majority of the outstanding Senior Preferred Stock, and Section 6.2, which require consent by the Issuers and the Holders of a majority of the outstanding Warrants. (c) In determining whether the requisite Holders of Senior Preferred Stock and/or Warrants have concurred in any direction, consent, or waiver as provided in this Agreement or in the Senior Preferred Stock Certificate of Designations, Senior Preferred Stock which is owned by the Issuers, or, except for the DLJ Holders and their Affiliates (other than Holdings and its subsidiaries), by any Person controlling, controlled by, or under common control with any of the foregoing, shall be disregarded and deemed not to be outstanding for the purpose of any such determination; providedand PROVIDED, FURTHER, that no such amendment amendment, supplement or waiver shall, (i) unless signed by all of which affects the Holders, amend the provisions of Section 2 or any definition used herein, (ii) unless signed by all rights of the Holders affected, (A) amend the provisions and their Affiliates otherwise than solely in their capacities as Holders of this Section 10.7.2 or any definition used therein or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Senior Preferred Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment shall be effective as with respect to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provision.them without their prior written consent

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder party in exercising any right, power or remedy privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedyprivilege. The rights and remedies herein provided for herein are shall be cumulative and are not exclusive of any rights or remedies that may be available to the Company or any Holder at law or in equity or otherwiseprovided by law. 10.7.2 (b) Any provision of this Stockholders Agreement or the Notes may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, provided that no such amendment or waiver shall, (i) unless signed by all of the HoldersPurchasers or the Noteholders, amend as the provisions case may be, (i) except as provided in Section 9.1, change the amount of Section 2 or any definition used hereinNotes to be purchased by any Purchaser pursuant to this Agreement, (ii) unless signed by all extend the period of time during which the Holders affectedPurchasers shall be obligated to purchase Notes pursuant to this Agreement, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (Biii) change the number of Holders which Purchasers or the Noteholders, as the case may be, that shall be required for the Holders Purchasers or the Noteholders, as the case may be, or any of them to take any action under this Section 10.7.2 11.2(b) or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend (iv) reduce the provisions rate or amount or extend the time for payment of Sections 4.1interest or premium, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designeesif any, on any Note, (v) reduce the one hand, and principal amount of or extend the Existing Stockholders Designees, on fixed maturity of any Notes or alter the redemption provisions with respect thereto or (vi) make any Note payable in money or property other hand, no amendment shall be effective than as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provisionstated herein.

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder Stockholder in exercising any right, power power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power power, or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder Stockholder at law or law, in equity equity, or otherwise. 10.7.2 (b) Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by (i) the Company Company, (ii) the holders of a majority of the aggregate number of shares of Common Stock on a fully-diluted basis owned by the Stockholders who are parties to this Agreement and (iii) each of MacKay Shields, CM-III and TCW so long as such person holds the Required HoldersXxxxxxx XacKay Shields Ownership, the Minimum CM-III Ownership or the Xxxxxxx TCW Ownership, as the case may be; provided, however, that no such amendment or waiver shall, (i) unless signed by all of the Holders, amend the provisions of Section 2 or any definition used herein, (ii) unless signed by all of the Holders Stockholders affected, (Ai) amend the provisions of this Section 10.7.2 or any definition used therein 5.7(b) or (Bii) change the number of Holders which Stockholders that shall be required for the Holders Stockholders or any of them to take any action under this Section 10.7.2 5.7(b) or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment shall be effective as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provision.***** [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

No Waivers; Amendments. 10.7.1 8.7.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 8.7.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, provided that no such amendment or waiver shall, (i) unless signed by all of the Holders, amend the provisions of Section 2 or any definition used herein2.1, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein 8.7.2 or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 8.7.2 or any other provision of this Stockholders Agreement Agreement, and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF DesigneesHolders who are not members of the HMC Group, on the one handamend Section 4.1, and the Existing Stockholders DesigneesSection 4.2 or Articles 5 or 6, on the other handor grant a waiver thereunder, no amendment shall be effective so as to Section 6.1 (A) impose additional obligations on Holders who are not members of the HMC Group that are not imposed on Holders who are members of the HMC Group or any definition used therein, and each Holder, on behalf (B) adversely affect the rights granted to the Holders who are not members of itself and the HMC Group where such Holder's transferees hereunder, delegates amendment or waiver does not apply to such Persons the right same extent to so amend such provisionthe rights granted thereunder to the Holders who are members of the HMC Group.

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 (b) Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, however, that no such amendment or waiver shall, (i) unless signed by all of the Holders, amend the provisions of Section 2 or any definition used herein2.1, (ii) (A) unless signed by the Holders of a majority of the Common Stock held by the Capital Z Group, adversely affect the rights of the Capital Z Group or the Capital Z Group Designees under Article III, IV or V or (B) unless signed by the Holders of a majority of the Common Stock held by the Highland Group, adversely affect the rights of the Highland Group or the Highland Group Designees under Article III, IV or V (iii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein 8.6(b) or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 8.6(b) or any other provision of this Stockholders Agreement Agreement, and (iiiiv) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF DesigneesHolders affected adversely amend any provision of Article IV, on the one handArticle V, and the Existing Stockholders Designeesor Article VI, on the other hand, no amendment shall be effective as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provision.grant a waiver thereunder. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

No Waivers; Amendments. 10.7.1 8.10.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereofhereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 8.10.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required HoldersHolders holding at least 66-2/3% of the Fully-Diluted Common Stock; provided, provided that no such amendment or waiver shall, (i) unless signed by all the Majority DFJ Holders or the Majority Capital Z Holders, as applicable, amend the provisions of Section 2.1 applicable to such Majority DFJ Holders or Majority ----------- Capital Z Holders, (ii) unless signed by the Majority Capital Z Holders, amend the provisions of Section 2 or any definition used herein3.1, (iiiii) unless signed by the GS Holders, amend the ----------- provisions of Section 2.1 applicable to the GS Holders (including Section ----------- ------- 2.1.6), the provisions of Section 3.2, Section 4.1.1(b) (or Section 4.1 insofar ----------- ---------------- ----------- as it relates to Section 4.1.1(b)) or Section 4.5, (iv) unless signed by Holders ----------------- ----------- holding at least 66-2/3% of the Fully-Diluted Common Stock held by all Holders, amend the provisions of Section 4.1, Section 4.2 or Section 4.3 (or Section 4.5 ----------- ----------- ----------- ----------- insofar as it relates to Section 4.1, Section 4.2 or Section 4.3), (v) unless ----------- ----------- ----------- signed by the Key Employees, amend the provisions of Section 4.4 (or Section 4.5 ----------- ----------- insofar as it relates to Section 4.4), or (vi) unless signed by all of the ----------- Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment shall be effective as to Section 6.1 or any definition used therein, and each Holder, on behalf of itself and such Holder's transferees hereunder, delegates to such Persons the right to so amend such provision.8.10.2

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 Any (b) Subject to Section 2.2(b), this Agreement may only be amended, modified, or supplemented by an instrument in writing executed by the Company and each Holder owning at least five percent (5%) of the Fully Diluted Common Shares; provided, that no provision of this Stockholders Agreement may shall be amended amended, modified, or waived ifsupplemented in a manner that is disproportionately and materially adverse to any individual Holder or a group of Holders, but without the prior written consent of such Holder or group of Holders, as applicable; provided, however, that any provision of this Agreement requiring the written consent or agreement of the Holders holding a Holder Ownership Percentage in excess of the Holder Ownership Percentage collectively held by the Major Holders can only ifbe amended, such amendment modified, or waiver is supplemented by an instrument in writing and is signed executed by the Company and the Required Holders collectively holding such higher Holder Ownership Percentage; provided, further, however, this Section 87.9(b) can only be amended with the approval of all Holders; provided, further, however, that no such amendment or waiver shall, (i) unless signed by all to the extent that any of the Holdersconsent or approval rights contained in this Section 87.9(b) would violate the DOT's and FAA's U.S. citizenship requirements, amend such consent or approval rights shall be considered null and void to the extent of any such violation. Any such written amendment, modification, or supplement will be binding upon the Company and each Holder. (c) No waiver by any party of any of the provisions of Section 2 or any definition used herein, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as to Section 6.1 a waiver in respect of any failure, breach, or any definition used thereindefault not expressly identified by such written waiver, whether of a similar or different character, and each Holderwhether occurring before or after that waiver. No failure to exercise, on behalf or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of itself and such Holder's transferees hereunderany right, delegates to such Persons remedy, power, or privilege hereunder preclude any other or further exercise thereof or the right to so amend such provisionexercise of any other right, remedy, power, or privilege.

No Waivers; Amendments. 10.7.1 (a) No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 Any (b) Subject to Section 2.2, this Agreement may only be amended, modified, or supplemented by an instrument in writing executed by the Company and each Holder owning at least five percent (5%) of the Fully Diluted Common Shares; provided, that no provision of this Stockholders Agreement may shall be amended amended, modified, or waived ifsupplemented in a manner that is disproportionately and materially adverse to any individual Holder or a group of Holders, but without the prior written consent of such Holder or group of Holders, as applicable; provided, however, that any provision of this Agreement requiring the written consent or agreement of the Holders holding a Holder Ownership Percentage in excess of the Holder Ownership Percentage collectively held by the Major Holders can only ifbe amended, such amendment modified, or waiver is supplemented by an instrument in writing and is signed executed by the Company and the Required Holders collectively holding such higher Holder Ownership Percentage; provided, further, however, this Section 8.9(b) can only be amended with the approval of all Holders; provided, further, however, that no such amendment or waiver shall, (i) unless signed by all to the extent that any of the Holdersconsent or approval rights contained in this Section 8.9(b) would violate the DOT’s and FAA’s U.S. citizenship requirements, amend such consent or approval rights shall be considered null and void to the extent of any such violation. Any such written amendment, modification, or supplement will be binding upon the Company and each Holder. (c) No waiver by any party of any of the provisions of Section 2 or any definition used herein, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 or any other provision of this Stockholders Agreement and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF Designees, on the one hand, and the Existing Stockholders Designees, on the other hand, no amendment hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as to Section 6.1 a waiver in respect of any failure, breach, or any definition used thereindefault not expressly identified by such written waiver, whether of a similar or different character, and each Holderwhether occurring before or after that waiver. No failure to exercise, on behalf or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of itself and such Holder's transferees hereunderany right, delegates to such Persons remedy, power, or privilege hereunder preclude any other or further exercise thereof or the right to so amend such provisionexercise of any other right, remedy, power, or privilege.

No Waivers; Amendments. 10.7.1 7.6.1 No failure or delay on the part of the Company or any Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company or any Holder at law or in equity or otherwise. 10.7.2 7.6.2 Any provision of this Stockholders Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by the Company and the Required Holders; provided, however, that no such amendment or waiver shall, (i) unless signed by all of the Holders, amend the provisions of Section 2 or any definition used herein2.1, (ii) unless signed by all of the Holders affected, (A) amend the provisions of this Section 10.7.2 or any definition used therein 7.6.2 or (B) change the number of Holders which shall be required for the Holders or any of them to take any action under this Section 10.7.2 7.6.2 or any other provision of this Stockholders Agreement Agreement, and (iii) unless signed by Holders who then Beneficially Own more than 85% of the aggregate number of shares of Common Stock subject to this Stockholders Agreement, amend the provisions of Sections 4.1, 4.2, 5.1 or 8. Furthermore, unless signed by a majority of the HMTF DesigneesHolders who are members of the CapZ Group, on the one handamend Section 3.1, and the Existing Stockholders DesigneesSection 3.2, on the other handArticle 4, no amendment shall be effective or Article 5, or grant a waiver thereunder, so as to Section 6.1 (A) impose additional obligations on members of the CapZ Group that are not imposed on other Holders or any definition used therein, and each Holder, on behalf (B) adversely affect the rights granted to the members of itself and CapZ Group where such Holder's transferees hereunder, delegates amendment or waiver does not apply to such Persons the right same extent to so amend such provisionthe rights granted to other Holders.