Common use of ▇▇▇▇▇▇ of Default Clause in Contracts

▇▇▇▇▇▇ 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;

▇▇▇▇▇▇ of Default. The Borrower hereby agrees that this Note shall be in default if at any time occurrence of any one or more of the following events occurs, and each of which shall constitute an event of default hereunder (each an “Event of Default”: ): (a) Failure by Borrower to pay any installment of principal and/or interest under the Note when the same becomes due and payable; (b) Failure by Borrower to observe or perform any other covenants, agreements or provisions herein (other than with respect to the covenants contained in Section 4.1(c) (Financial Statements and Other Reports), Section 4.1(f) (Insurance Requirements), Section 4.1(u) (Financial Covenants, if any), Section 4.1(o) (No Transfer of Equity Interests), and Section 4.1(v) (Single Purpose Entity) for which no cure period shall exist), in the Note, or in any other Loan Documents and such failure continues for thirty (30) days after notice is given of the occurrence thereof; (c) Failure by Borrower to pay any Real Estate Taxes or insurance premiums in connection with the Property as provided under the Loan Documents; (d) The vesting of title, or any sale, conveyance, transfer, assignment or further encumbrance in any manner whatsoever of any interest in the Property, or any part thereof, in or to anyone other than the present owner, or any change in title or ownership of the Property, or any part thereof, without the prior written consent of Lender; (e) All or a material portion of the Property being taken through condemnation, eminent domain, or any other taking such that Lender has reason to believe that the remaining portion of the Property is insufficient to satisfy the outstanding balance of the Note, or the value of the Property being impaired by condemnation, eminent domain or any other taking, (which term when used herein shall include, but not be limited to, any damage or taking by any governmental authority or any other authority authorized by the laws of any state or the United States of America to so damage or take, and any transfer by private sale in lieu thereof), either temporarily for a period in excess of thirty (30) days, or permanently; (f) Any sale, conveyance, assignment or transfer of any beneficial interest in any Borrower Party that does not constitute a Permitted Transfer; (g) Any representation or warranty of any Borrower Party made herein or in any such guaranty or in any certificate, report, financial statement, or other instrument furnished in connection with the making of the Loan Documents, shall prove false or misleading in any material respect; (h) The Property becomes subject to (1) any tax lien which is superior to the lien of the Security Instrument, other than a lien for local real estate taxes and assessments not due and payable or (2) any mechanic’s, materialman’s, or other lien that is, or is asserted to be, superior to the lien of the Security Instrument and such lien shall remain undischarged for thirty (30) days; (i) In the event of any installment due hereunderMaterial Adverse Change; (j) A Bankruptcy Event occurs; (k) The Property shall be materially injured or destroyed by fire or other casualty for which the cost of restoration is not fully insured or, if fully insured, Borrower has failed to deposit or cause to be deposited with Lender sufficient funds to cover the cost of restoration with Lender in accordance with the terms of this Agreement; (l) The death of any individual obligated for all or any portion thereofof Borrower’s obligations under the Loan unless ▇▇▇▇▇▇ has been provided with a replacement obligor satisfactory to Lender in Lender’s sole, non-reviewable judgment within ninety (90) days of the individual’s death; (i) if Borrower shall default beyond any grace period in the payment of principal or any Late Charges or Other Charges due hereunder, or any monies interest of any nature which are due to indebtedness of Borrower in excess of Fifty Thousand Dollars ($50,000.00) in the Lender aggregate (including all obligations of other Persons guaranteed by Borrower); or (ii) if Borrower otherwise defaults under the terms of any such indebtedness if the effect of this Note or any instrument securing this Note shall not be fully paid upon or by such default is to enable the due date holder of such indebtedness to accelerate the payment of Borrower’s obligations, which are the subject thereof, prior to the maturity date or prior to the regularly scheduled date of payment; (n) If any Borrower Party materially breaches or violates the terms of, or if a default (and expiration of any applicable cure period) or an Event of Default occurs under any other existing or future agreement (including, without limitation, the other Loan Documents) between Lender shall and any Borrower Party; or (o) If any final judgment for the payment of money in excess of Fifty Thousand Dollars ($50,000.00) in the aggregate (i) which is not receive payment in full within ten (10) days thereafter; fully and unconditionally covered by insurance or (ii) for which Borrower has not established a cash or cash equivalent reserve in the full amount of such judgment, shall be rendered by a court of record against Borrower and such judgment shall continue unsatisfied and in effect for a period of thirty (30) consecutive days without being vacated, discharged, satisfied 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;bonded pending appeal.

▇▇▇▇▇▇ of Default. The Borrower hereby agrees that this Note following events shall be in considered events of default if at any time any one or more of the following events occurs, and with respect to each of which shall constitute Note (each individually an “"Event of Default”: ": a) If the Company defaults in the payment of any part of the principal or unpaid accrued interest on the Note and the Company fails to cure such breach within 30 days after receipt of written notice thereof from the Purchaser, after the earlier of (i) any installment due hereunder, the date on which the Requisite Noteholders demand payment on or any portion thereof, or any Late Charges or Other Charges due hereunder, or any monies of any nature which are due subsequent to the Lender under the terms of any of this Note Maturity Date 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 date fixed for payment by acceleration or any party otherwise; or b) If the Company makes an assignment for the benefit of creditors or admits in writing its inability to any instrument securing this Note breaches pay its debts as they become due, 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 files a voluntary petition in for bankruptcy; (b) adjudication as a bankrupt , or insolvent; (c) the filing of files any petition or answer seeking for itself any reorganization, arrangement, composition, readjustment, dissolution or acquiescing similar relief under any present or future statute, law or regulation, or files any answer admitting the material allegations of a petition filed against the Company in any such proceeding, or seeks or consents to or acquiesces in the appointment of any trustee, receiver or liquidator of the Company, or of all or any substantial part of the properties of the Company, or the Company or its respective directors or majority stockholders take any action looking to the dissolution or liquidation of the Company; or c) If upon 60 days after the commencement of any proceeding against the Company seeking any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal, state or other statute, law or regulation regulation, such proceeding has not been dismissed, or if upon (60) days after the appointment without the consent or acquiescence of the Company of any trustee, receiver or liquidator of the Company or of all or any substantial part of the properties of the Company, such appointment has not been vacated. d) If the Company (i) fails to comply in any material respect with the covenants and other terms relating to bankruptcythe Notes, insolvency or other relief for debtors; (dii) the making of any general assignment for the benefit of creditors; or fails to discharge material judgments, and (eiii) the admission in writing of its inability cross-defaults with respect to pay its debts when due;material contracts.

▇▇▇▇▇▇ 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 occurs, and each of which shall constitute an (“Event Events of Default”: ) shall occur: (a) Any Loan Party shall fail to pay any principal or interest with respect to any Loan or any reimbursement obligation in respect of any L/C Disbursement or Acceptance Reimbursement Obligations when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise; (b) Any Loan Party shall fail to pay any fees or other amounts due under this Agreement or any other Loan Document (other than an amount referred to in clause (a) of this Section), within three (3) Business Days of the date when same shall become due and payable; (c) any representation or warranty made or deemed made by or on behalf of any Loan Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made; (d) the Loan Parties shall fail to observe or perform any covenant, condition or agreement contained in Sections 2.23, 5.1(a), 5.1(b), 5.1(d), 5.1(e), 5.1(f), 5.2, 5.4, 5.7, 5.9, 5.13, 5.14 or in Section 6; (e) any Loan Party shall fail to observe or perform any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b), (c), or (d) of this Section), and such failure shall continue unremedied for a period of thirty (30) days after notice thereof from the Administrative Agent to the Lead Borrower; (f) any Borrower shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness when and as the same shall become due and payable (after giving effect to the expiration of any ​ ​ ​ ​ ​ ​ 124 ​ ​ ​ ​ grace or cure period set forth therein) other than a failure to make any payment in respect of a Guarantee where such payment is prohibited by Section 6.1(o); (g) any Loan Party shall fail to perform any material covenant or condition contained in any material contract or agreement to which it is party as and when such performance is required (after giving effect to the expiration of any grace or cure period set forth therein); (h) any event or condition occurs that (i) results in any installment Material Indebtedness becoming due hereunderprior to its scheduled maturity or (ii) enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or any portion to require the prepayment, repurchase, redemption or defeasance thereof, or any Late Charges or Other Charges due hereunderprior to its scheduled maturity, or to undertake any monies enforcement action with respect to any Material Indebtedness, unless in the case of this clause (ii) such action is being contested in good faith by appropriate proceedings, such contest effectively suspends any enforcement action, and pending such contest, a Material Adverse Effect could not reasonably be expected to result therefrom, provided that with respect to any Material Indebtedness which is with recourse only to specific assets of the Loan Parties, the foregoing shall not constitute an Event of Default unless a Material Adverse Effect could reasonably be expected to result from such action; (i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any nature Loan Party or its debts or which are due seeks to stay or has the Lender effect of staying any creditor, or of a substantial part of its assets, under the terms of any of this Note federal or any instrument securing this Note shall not be fully paid upon state bankruptcy, insolvency, receivership, liquidation, winding up, corporateDebtor Relief Law or by the due date thereof, and the Lender shall not receive payment similar law now or hereafter in full within ten (10) days thereafter; effect or (ii) the Borrower appointment of a receiver, interim receiver, trustee, custodian, sequestrator, conservator, administrator, monitor, or similar official for any party to Loan Party or for a substantial part of its assets, and, in any instrument securing this Note breaches such case, either (x) such proceeding or is petition shall continue undismissed for thirty (30) days or an order or decree approving or ordering any of the foregoing shall be entered and continue unstayed and in default effect for sixty (60) days, or (y) a Material Adverse Effect shall have occurred; (j) any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any non-monetary covenantfederal or state bankruptcy, conditioninsolvency, warrantyreceivershipDebtor Relief Law or similar law now or hereafter in effect, representation(ii) consent to the institution of, 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 contest in a timely and appropriate manner, any proceeding or default within fifteen petition described in clause (15i) days following the Effective Date of Notice (defined below) thereof from the Lender; or this Section, (iii) any of apply for or consent to the following actions shall occur by, against or involving the Borrower or any other party to any instrument securing this Note: (a) filing appointment of a voluntary receiver, interim receiver, trustee, custodian, sequestrator, conservator, administrator, monitor, or similar official for any Loan Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (c) the filing of any petition or answer seeking or acquiescing filed against it in any reorganizationsuch proceeding, 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; (dv) the making of any make a general assignment for the benefit of creditors; creditors or (evi) take any action for the admission in writing purpose of its inability to pay its debts when due;effecting any of the foregoing; ​

▇▇▇▇▇▇ 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.

▇▇▇▇▇▇ 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.

▇▇▇▇▇▇ of Default. The Borrower hereby agrees that this Note shall be in default if at any time occurrence of any one or more of the following events occursis an Event of Default (each, and each of which shall constitute an “Event of Default”: ): (a) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary to the Lenders or the Administrative Agent under or in connection with this Agreement, any other Loan Document, any Credit Extension, or any certificate or information delivered in connection with this Agreement or any other Loan Document is materially false on the date made or confirmed; (b) nonpayment of (i) principal of any installment Loan or any Reimbursement Obligation when due hereunderor (ii) interest upon any Loan, any unused fee or L/C Fee, or any portion thereof, or other obligation under any Late Charges or Other Charges due hereunder, or any monies of any nature which are due to the Lender under Loan Documents within three Business Days after it becomes due; (c) the terms breach of any of the provisions of Section 6.1, 6.2, 6.3, 6.4, 6.6, 6.7(b) and 6.12 or Article VII; (d) the breach (other than a breach that is an Event of Default under another clause of this Note Section 8.1) of any of the terms or provisions of this Agreement or any instrument securing this Note shall other Loan Document that is not be fully paid upon or by remedied within 30 days after the due date thereof, earlier of (i) the Borrower becoming aware of such breach 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 Administrative Agent notifying the Borrower of such breach; provided if there is an express cure or such other party required time period specified under the applicable Loan Document, that cure period shall fail to fully cure such breach or apply (i) 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 by the Borrower or any Material Subsidiary in the payment when due and continuance after any applicable grace period of such default of Indebtedness (other party than pursuant to any instrument securing this Note: Agreement and the Loan Documents) when the aggregate amount of such Indebtedness due and payable is $10,000,000 or more, and (a) filing of a voluntary petition in bankruptcy; (b) adjudication as a bankrupt or insolvent; (cii) the filing default (beyond any applicable grace period) by the Borrower or any Material Subsidiary in the performance of any petition term, provision or answer seeking condition with respect to such Indebtedness, or acquiescing any other event or condition, that causes, or permits the holder(s) of such Indebtedness or the lender(s) in connection therewith to cause, any reorganization, arrangement, composition, readjustment, liquidation, dissolution portion of such Indebtedness that is $10,000,000 or similar relief under more to become due before its stated maturity or any present commitment of such holders or future federal, state or other statute, law or regulation relating lenders 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 be terminated before its inability to pay its debts when duestated expiration date;

▇▇▇▇▇▇ of Default.  The Borrower hereby agrees that this Note shall be in default if at occurrence and continuance of any time any one or more of the following events occurs, and each of which shall constitute an “Event "event of Default”default" hereunder: (i) failure of the Company to observe and perform 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 condition or agreement contained in this Note or any instrument securing this Note, provision hereof and the Borrower or to remedy such other party shall fail to fully cure such breach or default within fifteen (15) 30 days following the Effective Date of Notice (defined below) after written notice thereof from the LenderTrustee to the Company, unless the Requisite Bondholders (as defined in the Indenture) shall have consented thereto; the entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or other similar official) of the Company or for any substantial part of its property, or ordering the windup or liquidation of its affairs; or (iii) any the filing and pendency for thirty days without dismissal of the following actions shall occur by, against or involving the Borrower or a petition initiating an involuntary case under any other party to any instrument securing this Note: (a) filing of a voluntary petition in bankruptcy, insolvency or similar law; (b) adjudication as a bankrupt or insolvent; (c) the filing commencement by the Company of any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief voluntary case under any present or future federal, state or other statute, law or regulation relating to applicable bankruptcy, insolvency or other similar law now or hereafter in effect, whether consent by it to an entry to an order for relief for debtors; in an involuntary case and under any such law or to the appointment of or the taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (dor other similar official) of the Company or of any substantial part of its property, or the making of it by any general assignment for the benefit of creditors; , or (e) the admission in writing failure of its inability the Company generally to pay its debts when as such debts become due;, or the taking of corporate action by the Company in furtherance of any of the foregoing; or Any “Event of Default” under Section 7.1 of the Indenture; or Any “Event of Default” under Section 14 of the Project Agreement; or Any “Event of Default” under Section 7(a) of the Taxpayer Agreement. (a) During the occurrence and continuance of any event of default hereunder, the Trustee, as assignee of the Issuer pursuant to the Indenture, shall have the rights and remedies hereinafter set forth, in addition to any other remedies herein or provided by law. (b) Upon the occurrence of an event of default described in this Section 5.1 (except an event of default under Section 5.1(a)(iv) which results from an event of default under Section 7.1(b) of the Indenture):

▇▇▇▇▇▇ 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 constitutes an “Event of Default”: "EVENT OF DEFAULT": (i) default for 30 days in the payment when due of interest on the Securities; (ii) default in payment when due of the principal of or premium, if any, on the Securities at maturity or otherwise; (iii) failure by the Company to comply with the provisions of Section 3.07; (iv) failure by the Company to comply with any installment due hereunderother covenant or agreement in the Indenture, the Securities or the Escrow Agreement for the period and after the notice specified below; (v) any default that occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any portion thereof, of its Significant Subsidiaries (or the payment of which is Guaranteed by the Company or any Late Charges of its Significant Subsidiaries), whether such Indebtedness or Other Charges due hereunderGuarantee exists on the date hereof or is created after the date hereof, which default (a) constitutes a Payment Default or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or that has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company or any monies of any nature which are due its Significant Subsidiaries to pay a final judgment or final judgments aggregating in excess of $25.0 million entered by a court or courts of competent jurisdiction against the Lender under the terms of Company or any of this Note its Significant Subsidiaries if such final judgment or any instrument securing this Note judgments remain unpaid or undischarged for a period (during which execution shall not be fully paid upon or by the due date thereof, and the Lender shall not receive payment in full within ten effectively stayed) of 60 days after their entry; (10) days thereafter; (iivii) the Borrower Company or any party Significant Subsidiary thereof pursuant to or within the meaning of 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: Bankruptcy Law: (a) filing of commences a voluntary petition in bankruptcy; case, (b) adjudication as a bankrupt or insolvent; consents to the entry of an order for relief against it in an involuntary case in which it is the debtor, (c) consents to the filing appointment of any petition a Custodian of it or answer seeking for all 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; substantially all of its property, (d) the making of any makes a general assignment for the benefit of its creditors; or , or (e) the admission admits in writing of its inability generally to pay its debts when as the same become due; (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company or any Significant Subsidiary thereof in an involuntary case in which it is the debtor, (b) appoints a Custodian of the Company or any Significant Subsidiary thereof or for all or substantially all of the property of the Company or any Significant Subsidiary thereof, or (c) orders the liquidation of the Company or any Significant Subsidiary thereof, and the order or decree remains unstayed and in effect for 60 days; and (ix) failure by the Company to make any exchange of Vencor Common Shares (or such other securities or property or cash as shall be added to such Vencor Common Shares or as such Vencor Common Shares shall have been changed into as provided in Article 10 hereof) for any Security at the Exchange Rate and upon the terms set forth in Article 10 hereof subject to the Company's right to pay cash in lieu thereof pursuant to Section 10.13.

▇▇▇▇▇▇ 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;