Common use of Xxxxxx of Default Clause in Contracts

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at any time any one or more of the following events occurs, and each of which shall constitute an “Event of Default”: (i) any installment due hereunder, or any portion thereof, or any Late Charges or Other Charges due hereunder, or any monies of any nature which are due to the Lender under the terms of any of this Note or any instrument securing this Note shall not be fully paid upon or by the due date thereof, and the Lender shall not receive payment in full within ten (10) days thereafter; (ii) the Borrower or any party to any instrument securing this Note breaches or is in default under any non-monetary covenant, condition, warranty, representation, obligation or agreement contained in this Note or any instrument securing this Note, and the Borrower or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the Lender; or (iii) any of the following actions shall occur by, against or involving the Borrower or any other party to any instrument securing this Note: (a) filing of a voluntary petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (c) the filing of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (d) the making of any general assignment for the benefit of creditors; or (e) the admission in writing of its inability to pay its debts when due;

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at any time any one or more Each of the following events occurs, and (each of which shall constitute an “Event of Default”: ) shall constitute an Event of Default for purposes of this Agreement: (a) the occurrence of a “Default” or an “Event of Default” as described and defined in any of the Operative Documents; or (b) the Borrower shall fail to pay any principal of any Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any fees or interest on any Reimbursement Obligation, or any other amount payable hereunder or under any other Credit Document, within five (5) days after any such interest, fees or other amount becomes due in accordance with the terms hereof; or (c) any representation or warranty made or deemed made by any Credit Party herein or in any other Credit Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Credit Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or (d) any Credit Party shall default in the observance or performance of any agreement contained in clause (i) any installment due hereunder, or any portion thereof, or any Late Charges or Other Charges due hereunder, or any monies of any nature which are due to the Lender under the terms of any of this Note or any instrument securing this Note shall not be fully paid upon or by the due date thereof, and the Lender shall not receive payment in full within ten (10) days thereafter; (ii) of Section 6.4(a) (with respect to the Guarantor and the Borrower only), Section 6.7(a), Section 6.9 or Article 7 of this Agreement; or (e) any party to Credit Party shall default in the observance or performance of any instrument securing this Note breaches or is in default under any non-monetary covenant, condition, warranty, representation, obligation or other agreement contained in this Note Agreement or any instrument securing other Credit Document (other than as provided in paragraphs (a) through (c) of this NoteSection), and such default shall continue unremedied for a period of 30 days after the earlier of (i) knowledge thereof by any Responsible Officer of any Credit Party or (ii) notice to the Borrower or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the LenderAdministrative Agent or the Required Lenders; or (f) any Group Member shall (i) default in making any payment of any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Reimbursement Obligations) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace or notice and cure, if any, provided in any instrument or agreement under which such Indebtedness was created; or (iii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate the maturity of such Indebtedness; or any such Indebtedness shall be declared due and payable, or be required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the scheduled maturity thereof by reason of such event or condition; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the following actions type described in clauses (i), (ii) and (iii) of this paragraph (e) shall occur byhave occurred and be continuing with respect to Indebtedness the total principal amount of which exceeds in the aggregate $100,000,000 (which, against in the case of Indebtedness arising under any Hedge Agreement, shall be determined as the amount, if any, that would then be payable by the Group Member thereunder if such Hedge Agreement were to be terminated as a result of default by such Group Member); or (g) (i) any Group Member shall commence any case, proceeding or involving the Borrower other action (A) under any existing or future law of any other party jurisdiction, domestic or foreign, relating to any instrument securing this Note: (a) filing bankruptcy, insolvency, reorganization or relief of a voluntary petition in bankruptcy; (b) adjudication as debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent; (c) the filing of any petition , or answer seeking or acquiescing in any reorganization, arrangement, compositionadjustment, readjustmentwinding-up, liquidation, dissolution or similar relief under any present or future federaldissolution, state or other statute, law or regulation relating to bankruptcy, insolvency composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for debtors; (d) the making it or for all or any substantial part of its assets, or any Group Member shall make a general assignment for the benefit of its creditors; or (eii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the admission entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall generally not, or shall be unable to, or shall admit in writing of its inability to to, pay its debts when as they become due;; or (i) any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, any Plan shall have failed to satisfy the minimum funding standard (as determined pursuant to Section 412 of the Code and Section 302 of ERISA) for a plan year, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Guarantor, the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, results in liabilities of the Group Members in respect thereof in excess of $100,000,000; or (i) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate liabilities (not paid or not fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $100,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (j) the guarantee contained in Article Nine of this Agreement shall cease, for any reason, to be in full force and effect or the Guarantor or the Borrower shall so assert; or (k) (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 30% of the outstanding common stock of the Guarantor or (ii) the board of directors of the Guarantor shall cease to consist of a majority of Continuing Directors; or (l) any “Event of Default” as defined in the Revolving Credit Agreement shall exist or have occurred, or (m) receipt of notice that any of the Bonds has become subject to mandatory redemption or special mandatory redemption pursuant to the terms of the Indenture.

Xxxxxx of Default. The Borrower hereby agrees that If there shall be an Event of Default, the entire unpaid principal balance of this Note shall be in default if at become immediately due and payable regardless of any time prior forbearance and without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Company and the Holder may exercise any and all rights and remedies available to the Holder under applicable law, including, without limitation, the right to collect from the Company all amounts due under this Note. The occurrence of any one or more of the following events occurs, and each of which shall constitute with respect to the Company constitutes an “Event of Default”: ” hereunder: (ia) any installment due hereunderAny representation, warranty or certification made by or on behalf of the Company in the Purchase Agreement or this Note, or in any portion thereofcertificate, writing or other document delivered pursuant hereto shall prove to have been incorrect when made; (b) The Company breaches any Late Charges covenant or Other Charges due hereunderagreement in the Purchase Agreement or this Note, or any monies and fails to cure such breach within thirty (30) days after receipt of any nature which are due written notice thereof from the Holder; (c) The Company fails to pay the Lender under the terms of any principal of this Note when due, whether at maturity or any instrument securing this Note shall not be fully paid upon at a date fixed by acceleration or by the due date thereofotherwise, and the Lender shall not receive payment in full fails to cure such breach within ten (10) days thereafter; after such payment was due; (d) The entry of any judgment or order against the Company that could reasonably be expected to have a material adverse effect on the businesses or operations of the Company, taken as a whole, which remains unsatisfied or undischarged and in effect for thirty (30) days after such entry without a stay of enforcement or execution; (e) The Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself, (ii) the Borrower or any party to any instrument securing this Note breaches or is in default under any non-monetary covenant, condition, warranty, representation, obligation or agreement contained in this Note or any instrument securing this Note, and the Borrower or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the Lender; or (iii) any of the following actions shall occur by, against or involving the Borrower or any other party to any instrument securing this Note: (a) filing of make a voluntary petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (c) the filing of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (d) the making of any general assignment for the benefit of its creditors; , (iii) be dissolved or liquidated, (eiv) commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or consent to any such relief or to the admission appointment of or taking possession of its property by any official in an involuntary case or other proceeding commenced against it, (v) become unable, admit in writing of its inability inability, or fail generally to pay its debts when as they become due, or (vi) take any action for the purpose of effecting any of the foregoing; (f) Proceedings for the appointment of a receiver, trustee, liquidator or custodian of the Company, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to the Company or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement, or an order or decree approving or ordering any of the foregoing shall be entered; or (g) The Company shall assert in writing that any material provisions of this Note are void or unenforceable.

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at any time any one or more (a) Each of the following events occurs, and each of which shall constitute be an “Event of Default”: : (i) any installment due hereunder, or any portion thereof, or any Late Charges or Other Charges due hereunder, or any monies default for 30 days in payment of any nature which are interest (including any Additional Interest) when due to and payable on the Lender under the terms of any of this Note or any instrument securing this Note shall not be fully paid upon or by the due date thereof, and the Lender shall not receive payment in full within ten (10) days thereafter; Notes; (ii) default in payment of principal of any Note when due and payable at maturity, upon redemption, upon required repurchase, upon declaration of acceleration or otherwise; ​ (iii) default in the Borrower obligations of the Company to satisfy the Conversion Obligation upon exercise of a Holder’s conversion right and such default is not cured or such conversion is not rescinded within three Business Days; (iv) failure by the Company to comply with its obligations under ‎Article 11; (v) default in the notice obligations under ‎Section 14.03, ‎Section 15.01, ‎Section 15.02, or ‎Article 16; (vi) default by the Company or any party to any instrument securing this Note breaches of its Significant Subsidiaries in the payment of principal, interest or is in default premium when due under any non-monetary covenantother instruments of Indebtedness having an aggregate outstanding principal amount US$50 million (or its equivalent in any other currency or currencies) or more in the aggregate of the Company and/or any Subsidiary of the Company, conditionwhether such Indebtedness now exists or shall hereafter be created, warrantywhich default results (A) in such Indebtedness becoming or being declared due and payable or (B) from a failure to pay the principal of any such Indebtedness when due and payable at its stated maturity, representationupon redemption, obligation upon required purchase, upon declaration of acceleration or agreement otherwise and, in each case, such default continues for more than 30 days after the expiration of any grace period or extension of time for payment applicable thereto; provided that any such Event of Default shall be deemed cured and not continuing upon payment of such Indebtedness, rescission of such declaration of acceleration or waiver or with consent of the lender; (vii) default by the Company in the performance of any other covenants or agreements contained in this Note Indenture or the Notes for 60 days after written notice to the Company from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (viii) failure by the Company or any instrument securing this Note, and of its Significant Subsidiaries to pay final judgments aggregating in excess of US$50 million (or its equivalent in any other currency or currencies) (excluding any amounts covered by insurance) rendered against the Borrower Company or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the Lender; or (iii) any of the following actions shall occur byCompany’s Significant Subsidiaries, against which judgement remains unpaid, undischarged or involving unstayed for a period of more than 60 days; (ix) the Borrower Company or any other party to any instrument securing this Note: (a) filing of Significant Subsidiary shall commence a voluntary petition in bankruptcy; (b) adjudication as a bankrupt case or insolvent; (c) the filing of any petition or answer other proceeding seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution reorganization or similar other relief with respect to the Company or any such Significant Subsidiary or its debts under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Significant Subsidiary or any substantial part of its property, or shall consent to any such relief for debtors; (d) or to the making appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors; , or (e) the admission in writing of its inability shall fail generally to pay its debts as they become due; or (x) an involuntary case or other proceeding shall be commenced against the Company or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Company or such Significant Subsidiary or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Significant Subsidiary or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days. (b) Notwithstanding anything to the contrary in this Indenture and without limitation of the Holders’ rights in the event of the occurrence of any other Event of Default, to the extent elected by the Company, the sole remedy for an Event of Default relating to the failure to comply with ‎Section 4.06(a) hereof will, for the first 180 days after the occurrence of such an Event of Default (which occurrence will be the 60th day after written notice is provided to the Company in accordance with an Event of Default pursuant to ‎Section 6.01(a)(vii)), consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to (x) 0.25% of the outstanding principal amount of the Notes for the first 90 days such Event of Default is continuing in such 180-day period and (y) 0.50% of the outstanding principal amount of the Notes for the remaining 90 days such Event of Default is continuing in such 180-day period. The Additional Interest payable pursuant to this ‎Section 6.01(b) will be in addition to any Additional Interest that may accrue pursuant to ‎Section 4.06; provided that, in no event will the rate of any such Additional Interest payable described in this ‎Section 6.01(b), when taken together with that of Additional Interest payable as described under ‎Section 4.06, exceed a total rate of 0.50% per annum. If the Company so elects, the Additional Interest payable under this ‎Section 6.01(b) will be payable on all Notes outstanding from and including the date on which such Event of Default first occurs (which will be the 60th day after written notice is provided to the Company in accordance with an Event of Default pursuant to ‎Section 6.01(a)(vii)) to, but excluding, the 181st day thereafter, or such earlier date on which such Event of Default has been cured or waived or ceases to exist. On the 181st day after such Event of Default, if such Event of Default has not been cured or waived prior to such 181st day, the Notes will be subject to acceleration as provided in ‎Section 6.02. To the extent the Company elects to pay Additional Interest pursuant to this ‎Section 6.01(b), it will be payable in arrears on each Interest Payment Date following accrual in the same manner as regular interest on the Notes. In the event the Company does not elect to pay the Additional Interest payable pursuant to this ‎Section 6.01(b) following an Event of Default in accordance with this paragraph or the Company elected to make such payment but does not pay the Additional Interest when due;, the Notes will immediately be subject to acceleration as provided in ‎Section 6.02. In order to elect to pay the Additional Interest on the Notes payable pursuant to this ‎Section 6.01(b) as the sole remedy during the first 180 days after the occurrence of an Event of Default relating to the failure to comply with ‎Section 4.06(a) in accordance with the immediately preceding paragraph, the Company must notify all Holders, the Trustee and Paying Agent of such election on or before the close of business on the date on which such Event of Default first occurs. Upon the failure to timely give all Holders, the Trustee and Paying Agent such notice, the Notes will be immediately subject to acceleration as provided in ‎Section 6.02.

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at If any time any one or more of the following events occursshall occur and be continuing: (a) The Borrower shall fail to pay any principal of any Term Loan, and each Revolving Credit Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Term Loan, Revolving Credit Loan or Reimbursement Obligations, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or (b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of which the date made or deemed made; or (c) Any Loan Party shall constitute an “Event default in the observance or performance of Default”: any agreement contained in Section 4.16, clause (i) any installment due hereunder, or any portion thereof, or any Late Charges or Other Charges due hereunder, or any monies of any nature which are due to the Lender under the terms of any of this Note or any instrument securing this Note shall not be fully paid upon or by the due date thereof, and the Lender shall not receive payment in full within ten (10) days thereafter; (ii) of Section 6.4(a) (with respect to the Borrower only), Section 6.7(a), Section 6.7(b)(i), Section 6.11 or Section 7 of this Agreement; or (d) Any Loan Party shall default in the observance or performance of any party to any instrument securing this Note breaches or is in default under any non-monetary covenant, condition, warranty, representation, obligation or other agreement contained in this Note Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section) and in each case, such default shall continue unremedied for a period of 30 days; or (e) The Parent or any of its Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee Obligation, but excluding the Loans) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument securing this Note, and the Borrower or agreement under which such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the LenderIndebtedness was created; or (iii) default in the observance or performance of any of the following actions shall occur byother agreement or condition relating to any such Indebtedness (other than any Tower Seller Debt) or contained in any instrument or agreement evidencing, against securing or involving the Borrower relating thereto, or any other party event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any instrument securing such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that a default, event or condition described in clause (i), (ii) or (iii) of this Note: paragraph (ae) filing shall not at any time constitute an Event of a voluntary petition Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or (i) The Parent or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy; (b) adjudication as , insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent; (c) the filing of any petition , or answer seeking or acquiescing in any reorganization, arrangement, compositionadjustment, readjustmentwinding‑up, liquidation, dissolution or similar relief under any present or future federaldissolution, state or other statute, law or regulation relating to bankruptcy, insolvency composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for debtors; (d) it or for all or any substantial part of its assets, or the making Parent or any of any its Subsidiaries shall make a general assignment for the benefit of its creditors; or (eii) there shall be commenced against the Parent or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Parent or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the admission Parent or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Parent or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing of its inability to to, pay its debts when as they become due;; or (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, (iii) the failure by any Loan Party or any Commonly Controlled Entity to make any required contribution to any Multiemployer Plan, (iv) any Plan shall fail to satisfy the minimum funding standards (as defined in Section 412 or 430 of the Code or Section 302 of ERISA), including any “accumulated funding deficiency,” whether or not waived, applicable to it, (v) the determination that any Plan is or is expected to be in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Loan Party or any Commonly Controlled Entity, (vi) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (vii) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (viii) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, or the endangered or critical status (within the meaning of Section 432 of the Code or Section 305 of ERISA) of, a Multiemployer Plan or (ix) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (ix) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or (h) One or more judgments or decrees shall be entered against the Parent or any of its Subsidiaries involving for the Parent and its Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $50,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof; or (i) Any of the Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (j) The guarantee contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect or any Loan Party or any Affiliate of any Loan Party shall so assert; or (k) (i) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)‑5 under the Exchange Act), directly or indirectly, of more than 50% of the economic or voting interests of outstanding common stock of the Parent; (ii) the Parent shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of Holdings free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); (iii) Holdings shall cease to own and control, of record and beneficially, directly or indirectly (through Subsidiaries that are Guarantors under (and as defined in) the Guarantee and Collateral Agreement)), 100% of each class of outstanding Capital Stock of SBA Senior Finance free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); (iv) SBA Senior Finance shall cease to own and control, of record and beneficially, directly or indirectly (through Subsidiaries that are Guarantors under (and as defined in) the Guarantee and Collateral Agreement)), 100% of each class of outstanding Capital Stock of the Borrower free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); (v) the Borrower shall cease to own and control, of record and beneficially, directly or indirectly (through Subsidiaries that are Guarantors under (and as defined in) the Guarantee and Collateral Agreement), 100% of each class of outstanding Capital Stock of SBA Network Management, Inc. free and clear of all Liens (except Liens created by the Guarantee and Collateral Agreement); or (vi) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were not (i) directors of the Parent on the 2018 Refinancing Amendment Effective Date or nominated, appointed or approved by the board of directors of the Parent or (ii) appointed by directors so nominated, appointed or approved; or (l) Any Person other than the Borrower, a Subsidiary of the Borrower or SBA Network Management, Inc. shall become the Securitization Manager or, if any, the Person acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Revolving Credit Commitments shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Credit Commitments to be terminated forthwith, whereupon the Revolving Credit Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including, without limitation, all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent, in consultation with the Borrower, in cash or Cash Equivalents and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drawings under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired or been fully drawn upon, all Reimbursement Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto).

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at any time any one or more Each of the following events occurs, and each of which shall constitute be an “Event of Default”: ” if it occurs for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise: (a) Any Borrower fails to pay (i) any installment due hereunderprincipal payments or interest payments with respect to the Obligations when due, whether at stated maturity, on demand, upon acceleration or otherwise or (ii) any fees, costs and expenses, or any portion thereofother Obligations, or any Late Charges or Other Charges due hereunder, or any monies within 5 Business Days of any nature which are due to the Lender under the terms of any of this Note or any instrument securing this Note shall not be fully paid upon or by the due date thereofapplicable thereto; (b) Any representation, warranty or other written statement of an Obligor made in connection with any Loan Documents or transactions contemplated thereby is incorrect or misleading in any material respect when given; (c) A Borrower breaches or fail to perform any covenant contained in Section 7.2, 7.6, 8.1, 8.2.4, 8.2.5, 8.6.2, 10.1.1, 10.1.2, 10.2 or 10.3; (d) An Obligor breaches or fails to perform any other covenant contained in any Loan Documents, and such breach or failure is not cured within 30 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Lender, whichever is sooner; provided, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by an Obligor; (e) A Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor or third party denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Lender; it is unlawful for an Obligor ​ to perform any of its obligations under a Loan Document; or any Loan Document ceases to be in full force or effect for any reason (other than a waiver or release by Lender); (f) Any breach or default of an Obligor occurs under (i) any Swap; or (ii) any instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $500,000, if the maturity of or any payment with respect to such Debt could be accelerated or demanded due to such breach (whether or not any applicable grace period or notice has been satisfied); (g) Any judgment or order for the payment of money is entered against an Obligor in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors, $500,000 (net of insurance coverage therefor that has not been denied by the insurer), and the Lender same shall remain undischarged for a period of 30 consecutive days during which a stay of enforcement of such judgment or order is not receive payment in full within ten effect; (10h) days thereafterA loss, theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds $2,000,000; (i) An Obligor is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any part of its business; (ii) an Obligor suffers the Borrower loss, revocation or termination of any party to any instrument securing this Note breaches or is in default under any non-monetary covenantlicense, conditionpermit, warranty, representation, obligation lease or agreement contained in this Note or any instrument securing this Note, and the Borrower or such other party shall fail necessary to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the Lenderits business; or (iii) there is a cessation of any part of the following actions shall occur by, against or involving the Borrower or any other party to any instrument securing this Note: (a) filing an Obligor’s business for a period of a voluntary petition in bankruptcytime; (biv) adjudication as a bankrupt any Collateral or insolventProperty of an Obligor is taken or impaired through condemnation; (cv) the filing of an Obligor agrees to or commences any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (d) the making winding up of any general assignment for the benefit of creditorsits affairs; or (evi) an Obligor is not Solvent; and in the admission case of (i), (ii), (iii), and (iv), such event or occurrence would reasonably be expected to result in writing a Material Adverse Effect; (i) An Insolvency Proceeding is commenced by an Obligor, or an Obligor makes an offer of settlement, extension or composition to its inability unsecured creditors generally; or (ii) a trustee is appointed to take possession of any substantial Property of or to operate any of the business of an Obligor, or an Insolvency Proceeding is commenced against an Obligor, and, in either case, the Obligor consents to the appointment of the trustee or the institution of the proceeding, as applicable, the appointment or petition commencing the proceeding is not timely contested by the Obligor, the appointment or petition is not dismissed within 30 days after filing, or an order for relief is entered in the proceeding; (k) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of an Obligor to a Pension Plan, Multiemployer Plan or PBGC, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension Plan or Multiemployer Plan; an Obligor or ERISA Affiliate fails to pay when due any installment payment with respect to its debts when duewithdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan; (l) An Obligor is criminally indicted or convicted for (i) a felony committed in the conduct of the Obligor’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that, in the case of (i) or (ii), could lead to forfeiture of any Property or any Collateral having a fair market value in excess of $2,000,000; or (m) A Change of Control occurs; or any event occurs or condition exists that has a Material Adverse Effect.

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at If any time any one or more of the following events occursshall occur and be continuing: (a) the Borrower shall fail to pay any principal of any Loan when due in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan, or any other amount payable hereunder or under any other Loan Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or (b) any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or (c) any Loan Party shall default in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to the Borrower only), Section 6.7(a) or Section 7 of this Agreement or Section 5.13 of the Guarantee and Collateral Agreement; or (d) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and each such default shall continue unremedied for a period of 30 days after notice to the Borrower from the Administrative Agent; or (e) any Group Member shall (i) default in making any payment of any principal of any Material Indebtedness (including any Guarantee Obligation) on the scheduled or original due date with respect thereto; or (ii) default in making any payment of any interest on any such Material Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Material Indebtedness was created; (iii) other than with respect to Indebtedness outstanding under the ABL Credit Agreement, default in the observance or performance of any other agreement or condition relating to any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Material Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; or (iv) with respect to Indebtedness outstanding under the ABL Credit Agreement, default in the observance or performance of any other agreement or condition relating to such Indebtedness or contained in any ABL Loan Document or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the ABL Administrative Agent or the lenders under the ABL Credit Agreement to cause, with the giving of notice if required, the ABL Loans to become due prior to their stated maturity and/or the ABL Commitments to terminate prior to their stated termination date (provided that, in the case of this clause (iv), such default shall not constitute an “Event of Default”: Default hereunder unless (A) the holders of the ABL Loans cause the ABL Loans to become due prior to their stated maturity and/or the ABL Commitments to terminate prior to their stated termination date or (B) the ABL Administrative Agent exercises remedies as a result of the express instruction of the Required Lenders (as defined in the ABL Credit Agreement), which remedies are only available to secured creditors under applicable law (and not to creditors generally), (excluding, for the avoidance of doubt, the imposition of control over any deposit account in connection with a Full Cash Dominion Period (as defined in the ABL Credit Agreement); or (f) (i) any installment due hereunderGroup Member shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or any portion thereofseeking to adjudicate it a bankrupt or insolvent, or any Late Charges seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or Other Charges due hereunderother relief with respect to it or its debts, or any monies (B) seeking appointment of any nature which are due to the Lender under the terms of any of this Note a receiver, trustee, custodian, conservator or other similar official for it or for all or any instrument securing this Note shall not be fully paid upon substantial part of its assets; or by the due date thereof, and the Lender shall not receive payment in full within ten (10) days thereafter; (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the Borrower entry of an order for relief or any party to any instrument securing this Note breaches such adjudication or is in default under any non-monetary covenant, condition, warranty, representation, obligation appointment or agreement contained in this Note (B) remains undismissed or any instrument securing this Note, and the Borrower or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date undischarged for a period of Notice (defined below) thereof from the Lender60 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the following actions acts set forth in clause (i), (ii), or (iii) above; or (v) any Group Member shall occur bygenerally not, against or involving the Borrower shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) or any other party to any instrument securing this Note: (a) filing of Group Member shall make a voluntary petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (c) the filing of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (d) the making of any general assignment for the benefit of its creditors; or (g) (i) an ERISA Event and/or a Foreign Plan Event shall have occurred; (ii) a trustee shall be appointed by a United States district court to administer any Pension Plan; (iii) the PBGC shall institute proceedings to terminate any Pension Plan; (iv) any Group Member or any of their respective ERISA Affiliates shall have been notified by the sponsor of a Multiemployer Plan that it has incurred or will be assessed Withdrawal Liability to such Multiemployer Plan and such entity does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner; or (ev) any other event or condition shall occur or exist with respect to a Plan, a Foreign Benefit Arrangement, or a Foreign Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to result in a Material Adverse Effect; or (h) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has not disputed coverage) of $50,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, satisfied, stayed or bonded, as applicable, pending appeal within 30 days from the entry thereof; or (i) any of the Security Documents or the Intercreditor Agreement shall cease, for any reason, to be in full force and effect (other than pursuant to the terms hereof or the Intercreditor Agreement, respectively), or any Loan Party or any Affiliate of any Loan Party shall so assert, or any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby (and, for the avoidance of doubt, as required by the Intercreditor Agreement), except to the extent that such cessation results from the failure of the Administrative Agent to maintain possession of certificates representing securities pledged or to file continuation statements under the Uniform Commercial Code of any applicable jurisdiction; or (j) the admission guarantee contained in writing Article II of its inability the Guarantee and Collateral Agreement shall cease, for any reason, to pay its debts when due;be in full force and effect or any Loan Party shall so assert; or (k) the subordination provisions contained in any Subordinated Indebtedness with an aggregate principal amount in excess of $30,000,000 shall cease, for any reason, to be in full force and effect, or any Loan Party or any Subsidiary of any Loan Party shall so assert; or (l) a Change of Control shall occur; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, the Administrative Agent on behalf of the Lenders may exercise all rights and remedies of a secured party under the New York Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by the Loan Parties of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Loan Party, which right or equity is hereby waived and released. The Borrower further agrees, at the Administrative Agent’s request, to assemble, or cause the applicable Loan Party to assemble, the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at the Borrower’s or such Loan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Loan Parties under the Loan Documents, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Loan Party. To the extent permitted by applicable law, the Borrower on behalf of itself and the other Loan Parties, waives all claims, damages and demands it or any other Loan Party may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder, except to the extent such damages are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent or such Lender, as the case may be. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at any time any one or more of the following events occurs, and each of which shall constitute an “"Event of Default”": (i) any installment due hereunder, or any portion thereof, or any Late Charges or Other Charges due hereunder, or any monies of any nature which are due to the Lender under the terms of any of this Note or any instrument securing this Note shall not be fully paid upon or by the due date thereof, and the Lender shall not receive payment in full within ten (10) days thereafter; (ii) the Borrower or any party to any instrument securing this Note breaches or is in default under any non-monetary covenant, condition, warranty, representation, obligation or agreement contained in this Note or any instrument securing this Note, and the Borrower or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the Lender; or (iii) any of the following actions shall occur by, against or involving the Borrower or any other party to any instrument securing this Note: (a) filing of a voluntary petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (c) the filing of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (d) the making of any general assignment for the benefit of creditors; or (e) the admission in writing of its inability to pay its debts when due;

Xxxxxx of Default. The Borrower hereby agrees that this Note shall be in default if at If any time any one or more of the following events occursshall occur and be continuing: (a) The Borrower shall fail to pay any principal on any Note when due or the Borrower shall fail to pay any interest on any Note within two Business Days after any such interest becomes due in accordance with the terms thereof and hereof or the Borrower shall fail to pay any other amount payable hereunder within five Business Days after any such other amount becomes due; or (b) Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect when made or deemed made; or (c) The Borrower shall default in the observance or performance of any agreement contained in Section 5.2(f), 5.3, 5.4, 5.8, 5.9, 5.10, or 5.13 or any provision of Section 6; or (d) Any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or the other Loan Documents (other than as provided in paragraphs (a) through (c) of this Section), and each such default shall continue unremedied for a period of which shall constitute an “Event 30 days after the earlier of Default”: (i) notice thereof from the Administrative Agent to the Borrower and (ii) actual knowledge thereof by a senior officer of such Loan Party or any installment due hereunderprovision of any Loan Document shall at any time for any reason be declared null and void, or the validity or enforceability of any portion Loan Document shall at any time be contested by any Loan Party, or a proceeding shall be commenced by any Loan Party, or by any Governmental Authority or other Person having jurisdiction over any Loan Party, seeking to establish the invalidity or unenforceability thereof, or any Late Charges Loan Party shall deny that it has any liability or Other Charges obligation purported to be created under any Loan Document; or (a) The Borrower or any other Loan Party shall (i) (except as set forth in (b) below) default in any payment of principal or interest, regardless of the amount, due hereunderin respect of any (A) Indebtedness (other than the Notes or any AT Note) issued under an indenture or other agreement, if the original principal amount of Indebtedness covered by such indenture or agreement is $5,000,000 or greater or (B) any Guarantee Obligation with respect to an amount of $5,000,000 or greater, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness or Guarantee Obligation was created, whether or not such default has been waived by the holders of such Indebtedness or Guarantee Obligation; or (ii) (except as set forth in (b) below) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or Guarantee Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any monies other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or such Guarantee Obligation to become payable or such Indebtedness to be required to be defeased or purchased; or (b) any Event of Default (as defined in the Existing Credit Agreement) shall occur; or (i) The Borrower or any other Loan Party shall commence any case, proceeding or other action (A) under any existing or future law of any nature which are due jurisdiction, domestic or foreign, relating to the Lender under the terms bankruptcy, insolvency, reorganization or relief of any debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of this Note a receiver, trustee, custodian or other similar official for it or for all or any instrument securing this Note substantial part of its assets, or the Borrower or any other Loan Party shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, unstayed or unbonded for a period of 60 days; or (iii) there shall be commenced against the Borrower or any other Loan Party any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not be fully paid upon have been vacated, discharged, stayed or by bonded pending appeal within 60 days from the due date entry thereof, and the Lender shall not receive payment in full within ten ; or (10) days thereafter; (iiiv) the Borrower or any party to other Loan Party shall take any instrument securing this Note breaches action in furtherance of, or is indicating its consent to, approval of, or acquiescence in, any of the acts set forth in default under any non-monetary covenantclause (i), condition(ii), warranty, representation, obligation or agreement contained in this Note or any instrument securing this Note, and the Borrower or such other party shall fail to fully cure such breach or default within fifteen (15) days following the Effective Date of Notice (defined below) thereof from the Lender; or (iii) any of the following actions shall occur by, against above; or involving (v) the Borrower or any other party to any instrument securing this Note: (a) filing of Loan Party shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due or there shall be a voluntary petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (c) the filing of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation relating to bankruptcy, insolvency or other relief for debtors; (d) the making of any general assignment for the benefit of creditors; or (i) Any Person shall engage in any non-exempt "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee would reasonably be expected to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA (other than a standard termination) or (ev) the admission Borrower or any Commonly Controlled Entity would reasonably be expected to incur any liability in writing connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and in each case regarding clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to subject the Borrower or any other Loan Party to any tax, penalty or other liabilities in the aggregate to exceed $5,000,000; or (h) One or more judgments or decrees shall be entered against the Borrower or any other Loan Party involving in the aggregate a liability (not paid or fully covered by insurance) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof or in any event five days before the date of any sale pursuant to such judgment or decree or any non-monetary judgment or order shall be entered against the Borrower or any other Loan Party that is reasonably likely to have a Material Adverse Effect and either (i) enforcement proceedings shall have been commenced by any Person upon such judgment which has not been stayed pending appeal or (ii) there shall be any period of 10 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or (i) There shall occur any default in the material observance or material performance of any Material Agreement or any such Material Agreement shall terminate or otherwise no longer be in full force and effect; or (j) Any Media License required for the lawful ownership, lease, control, use, operation, management or maintenance of a Primary Station or any Media License, the loss of which would have a Material Adverse Effect, shall be canceled, terminated, rescinded, annulled, revoked, suspended or limited, or amended or otherwise modified in any material adverse respect, or shall fail to be renewed for any reason whatsoever, shall no longer be in full force and effect; or the FCC shall have designated such Media License for hearing seeking revocation, suspension or material adverse modification; or the grant of any such Media License, the loss of which would have a Material Adverse Effect, shall have been stayed, vacated or reversed, or modified in any material adverse respect, by judicial or administrative proceedings; or (k) Any material provision of any Loan Document (including, without limitation, the grant of a security interest under any Security Document), after delivery thereof pursuant to the provisions hereof, shall, for any reason other than an act or omission by the Administrative Agent, cease to be valid or enforceable in accordance with its inability terms; or (l) A Change in Control shall have occurred; or (m) Any provision of the Fee Letter or the Engagement Letter shall, for any reason other than an act or omission by the Arranger, cease to pay be valid or enforceable in accordance with its debts when due;terms; or (n) The subordination provisions of the Subordinated Indebtedness shall for any reason cease to be valid or enforceable in accordance with their terms; then, and in any such event, (A) if such event is an Event of Default specified in paragraph (f) above, automatically the Commitments to the Borrower shall immediately terminate and the Loans made to the Borrower hereunder (with accrued interest thereon) and all other Obligations shall immediately become due and payable, and (B) if such event is any other Event of Default, with the consent of the Majority Lenders, the Administrative Agent may, or upon the request of the Majority Lenders, the Administrative Agent shall, take any or all of the following actions: (i) by notice to the Borrower declare the Commitments to the Borrower to be terminated forthwith, whereupon such Commitments shall immediately terminate; and (ii) by notice of default to the Borrower, declare the Loans (with accrued interest thereon) and all other Obligations under this Agreement and the Notes to be due and payable forthwith, whereupon the same shall immediately become due and payable. In all cases, with the consent of the Majority Lenders, the Administrative Agent may enforce any or all of rights and remedies created pursuant to any Loan Document or available at law or in equity. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.