Common use of Events of Default; Acceleration of Maturity Clause in Contracts

Events of Default; Acceleration of Maturity. If one or more of the following events (herein called “Events of Default”) shall happen, that is to say: A. default shall be made in the payment of any installment of interest on any Bond issued hereunder when and as the same shall become payable and such default shall continue for the period of fifteen days; or B. default shall be made in the payment of the principal of any Bond issued hereunder when the same shall become due and payable either by the terms thereof or otherwise as herein provided; or C. default shall be made in the observance or performance of any covenant, condition or agreement on the part of the Company contained in §7.05, §7.13, §7.14, §7.15, §7.17, §8.01 or 18.02 or in the provisions for any other sinking, amortization, improvement, renewal or other analogous fund established hereunder; or D. default shall be made in the observance or performance of any other of the covenants and agreements and conditions on the part of the Company in the Bonds hereby secured or in the Indenture contained and such default shall continue for the period of thirty days after written notice specifying such default shall have been given to the Company by the Trustee, or to the Company and the Trustee by the holders of 25% in principal amount of the Bonds then outstanding; or (i) a court of competent jurisdiction shall make an order not vacated or stayed within sixty (60) days from the date of entry thereof (a) adjudicating the Company a bankrupt, (b) appointing a trustee or receiver of the Company or of any of its properties, or (c) approving a petition for or effecting an arrangement in bankruptcy, a reorganization pursuant to the Federal Bankruptcy Act or any other judicial modification or alteration of the rights of the holders of the Bonds, or of other creditors of the Company, or (ii) the Company shall itself (a) file any petition or (b) take or consent to any other action, seeking any such judicial order, or (iii) the Company shall make an assignment for the benefit of its creditors; or F. final judgment for the payment of money in excess of $25,000 shall be rendered against the Company or a Subsidiary and the same shall remain undischarged for a period of sixty days during which execution shall not be effectively stayed; or G. any change shall occur in the laws of the United States or of the Commonwealth of Pennsylvania, either by statutory enactment or by judicial decision, whereby any tax, assessment, lien or charge upon the Trust Estate, or the interest of the Trustee or Bondholders in the Trust Estate, or upon this Indenture or the debt secured hereby, may be imposed upon the Trustee or the Bondholders; provided, however, that the Company is hereby given the option of paying any such tax if the amount thereof together with interest on the Bonds shall not exceed interest at the highest lawful rate permitted by the laws of the Commonwealth of Pennsylvania governing the amount of interest that may be charged on the Bonds and if the payment thereof by the Company would not otherwise be unlawful; and if the Company shall make payment of such taxes as aforesaid as the same become clue and payable, no default shall ensue by reason of the provisions of this paragraph G; then, and in every such case, if such default or defaults shall not have been remedied, the Trustee, by notice in writing to the Company, may, and upon the written request of the holders of at least 25% in principal amount of the Bonds then outstanding, shall, by notice in writing to the Company, declare the principal of and interest on all the Bonds to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything in the Indenture or in the Bonds contained to the contrary notwithstanding.

Events of Default; Acceleration of Maturity. If one or more of the following events (herein called “the "Events of Default”" and each an "Event of Default") (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall happen, that is to sayhave occurred: A. (a) a default shall be made in the payment of all or any installment of interest on any Bond issued hereunder when and as the same shall become payable and such default shall continue for the period of fifteen days; or B. default shall be made in the payment part of the principal of any Bond issued hereunder or interest due under this Note as and when the same shall become due and payable either payable, at maturity, within three (3) days of an Interest Payment Date, by declaration as permitted hereunder, upon acceleration or otherwise; (b) a failure to observe any covenant set forth herein (including the failure to issue Common Stock (as defined below) upon conversion of this Note in accordance with the terms thereof hereof) or otherwise in the Purchase Agreement, the Registration Rights Agreement (as herein provideddefined in the Purchase Agreement), the Security Agreement (as defined in the Purchase Agreement), or the Pledge Agreement (as defined in the Purchase Agreement) for a period of ten (10) Business Days; or C. default shall be made (c) a breach by Issuer or any Subsidiary of its obligations under any other agreement, contract, arrangement, instrument or commitment, oral or written, including obligations for indebtedness to which Issuer or any Subsidiary is subject, where any such breach may involve claims against Issuer or any Subsidiary in excess of One Hundred Thousand Dollars ($100,000) individually or Five Hundred Thousand Dollars ($500,000) in the observance or performance of any covenant, condition or agreement on the part of the Company contained in §7.05, §7.13, §7.14, §7.15, §7.17, §8.01 or 18.02 or in the provisions for any other sinking, amortization, improvement, renewal or other analogous fund established hereunderaggregate; or D. default (d) a judgment or order for the payment of money shall be made rendered against Issuer or any Subsidiary in excess of One Hundred Thousand Dollars ($100,000) individually or Five Hundred Thousand Dollars ($500,000) in the observance aggregate for all such judgments or performance of any other of the covenants and agreements and conditions on the part of the Company in the Bonds hereby secured or in the Indenture contained orders, and such default judgment or order shall continue unsatisfied and unstayed for the a period of twenty (20) days, or there shall be any period of thirty (30) consecutive days after written notice specifying following entry of such default judgment or order 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; (e) Issuer shall have applied for or consented to the appointment of a custodian, receiver, trustee or liquidator, or other court-appointed fiduciary of all or a substantial part of its properties; or a custodian, receiver, trustee or liquidator or other court appointed fiduciary shall have been given appointed with the consent of Issuer; or Issuer is generally not paying its debts as they become due by means of available assets or is insolvent, or has made a general assignment for the benefits of its creditors; or Issuer files a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with its creditors or seeking to take advantage of any insolvency law, or an answer admitting the material allegations of a petition in any bankruptcy, reorganization or insolvency proceeding or has taken action for the purpose of effecting any of the foregoing; or if, within sixty (60) days after the commencement of any proceeding against Issuer seeking any reorganization, rehabilitation, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Federal bankruptcy code or similar order under future similar legislation, the appointment of any trustee, receiver, custodian, liquidator, or other court-appointed fiduciary of Issuer or of all or any substantial part of its properties or assets, such order or appointment shall not have been vacated or stayed on appeal or if, within sixty (60) days after the expiration of any such stay, such order or appointment shall not have been vacated (all such events, collectively "Insolvency Events"); or (f) any representation, warranty or certification made by Issuer in the Purchase Agreement or in any certificate, financial statement or other document delivered to Holder shall prove to have been incorrect in any material respect when made; or (g) the Common Stock shall be delisted from Nasdaq or shall be suspended from trading on Nasdaq without resuming trading and/or being relisted thereon or having such suspension lifted, as the case may be, within five (5) Business Days; or (h) for more than fifteen (15) consecutive Business Days or thirty (30) Business Days in any twelve (12) month period, the Company fails to file a Registration Statement (as defined in the Registration Rights Agreement) for the Notes and/or the Shares or the Additional Note Shares (as defined in the Registration Rights Agreement) within the times provided in the Registration Rights Agreement, or after the initial effectiveness of any such Registration Rights Agreement and prior to the Company by the Trustee, or to the Company and the Trustee by the holders of 25% in principal amount expiration of the Bonds then outstandingCompany's obligation to keep the Registration Statement effective and current as required under the Registration Rights Agreement, such Registration Statement lapses in effect or sales of all of the Registrable Securities (as defined in the Registration Rights Agreement) otherwise cannot be made thereunder (by reason of the Company's failure to amend or supplement the Prospectus included therein in accordance with the Registration Rights Agreement); or (i) a court there shall have been an acceleration of competent jurisdiction shall make an order not vacated or stayed within sixty (60) days from amounts due under the date of entry thereof (a) adjudicating the Company a bankrupt, (b) appointing a trustee or receiver of the Company or of any of its properties, or (c) approving a petition for or effecting an arrangement in bankruptcy, a reorganization pursuant to the Federal Bankruptcy Act or any other judicial modification or alteration of the rights of the holders of the Bonds, or of other creditors of the Company, or (ii) the Company shall itself (a) file any petition or (b) take or consent to any other action, seeking any such judicial order, or (iii) the Company shall make an assignment for the benefit of its creditorsSenior Debt; or F. final judgment for the payment (j) there shall have been a Change in Control of money in excess of $25,000 shall be rendered against the Company or a Subsidiary and the same shall remain undischarged for a period of sixty days during which execution shall not be effectively stayed; or G. any change shall occur Issuer (as defined in the laws of the United States or of the Commonwealth of Pennsylvania, either by statutory enactment or by judicial decision, whereby any tax, assessment, lien or charge upon the Trust Estate, or the interest of the Trustee or Bondholders in the Trust Estate, or upon this Indenture or the debt secured hereby, may be imposed upon the Trustee or the Bondholders; provided, however, that the Company is hereby given the option of paying any such tax if the amount thereof together with interest on the Bonds shall not exceed interest at the highest lawful rate permitted by the laws of the Commonwealth of Pennsylvania governing the amount of interest that may be charged on the Bonds and if the payment thereof by the Company would not otherwise be unlawful; and if the Company shall make payment of such taxes as aforesaid as the same become clue and payable, no default shall ensue by reason of the provisions of this paragraph G; Purchase Agreement). then, in each and in every such case, if such default or defaults shall not have been remediedcase (other than an Event of Default specified in Section 5(e) hereof), the Trustee, Holder by notice in writing to Issuer (the Company, may, and upon the written request of the holders of at least 25% in principal amount of the Bonds then outstanding, shall, by notice in writing to the Company, "Acceleration Notice") may declare the entire principal of and the entire accrued interest on all the Bonds Note owned by the Holder to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default specified in Section 5(e) occurs, anything the principal of and any accrued interest on the Note shall become and be immediately due and payable without any declaration or other act on the part of the Holder. Upon the occurrence of any Event of Default, the Holder may, in the Indenture addition to declaring all amounts due hereunder to be immediately due and payable, pursue any available remedy, whether at law or in the Bonds contained equity. If an Event of Default occurs, Issuer shall pay to the contrary notwithstandingHolder the reasonable attorney fees and disbursements and all other out-of-pocket costs incurred by the Holder in order to collect amounts due and owing under this Note or otherwise to enforce the Holder's rights and remedies hereunder. No delay or omission of the Holder in exercising any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised, from time to time, and as often as shall be deemed expedient, by the Holder.

Events of Default; Acceleration of Maturity. If one or more any of the following events (herein called “"Events of Default”") shall happenhave occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or by operation of law or otherwise), that is to say: A. (a) any representation or warranty made or deemed made in this Agreement or any Transaction Document or any amendment or modification thereof or waiver thereunder, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished pursuant to this Agreement or any Transaction Document or any amendment or modification thereof or waiver thereunder, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; (b) default shall be made in the payment of all or any part of the principal of, or premium (if any) on, any Note 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 by acceleration thereof or otherwise; (c) default shall be made in the payment of any installment of interest on any Bond issued hereunder Note, when and as the same shall become payable due and payable, and such default shall continue unremedied for the a period of fifteen days; orthree Business Days; B. (d) default shall be made in the payment due observance or performance by the Company, of any covenant, condition or agreement contained in Section 5.3, 5.4, 6.1, 6.5, 6.11, 6.12, 6.13, 6.14, 7.1 or 7.3 to 7.17, inclusive, or Section 8 or in Section 9 or 10 of the principal Guarantee Agreement; (e) default shall be made in the due observance or performance by the Company, any Guarantor or TAFSI of any Bond issued hereunder covenant, condition or agreement contained in any Financing Document (other than those defaults specified in subsection (b), (c) or (d) above) and such default shall continue unremedied for a period of the earlier of (i) 30 days after an executive officer of the Company, such Guarantor or TAFSI first becomes aware or should have become aware thereof and (ii) 15 days after notice thereof from any holder of any Note to the Company, such Guarantor or TAFSI, as applicable; (f) the Company or any of its Subsidiaries shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of $2,000,000, when and as the same shall become due and payable either by the terms thereof (after giving effect to any applicable grace period) or otherwise as herein provided; or C. default shall be made in the observance (ii) fail to observe or performance of perform any other term, covenant, condition or agreement on the part of the Company contained in §7.05, §7.13, §7.14, §7.15, §7.17, §8.01 any agreement or 18.02 instrument evidencing or in governing any such Indebtedness (after giving effect to any applicable grace period) if the provisions for any other sinking, amortization, improvement, renewal or other analogous fund established hereunder; or D. default shall be made in the observance or performance effect of any other of the covenants and agreements and conditions on the part of the Company failure referred to in the Bonds hereby secured or in the Indenture contained and such default shall continue for the period of thirty days after written notice specifying such default shall have been given this clause (ii) is to the Company by the Trusteecause, or to permit the Company and the Trustee by the holder or holders of 25% in principal amount such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the Bonds then outstanding; orlapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; (ig) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction shall make an order not vacated or stayed within sixty seeking (60i) days from the date of entry thereof (a) adjudicating the Company a bankrupt, (b) appointing a trustee or receiver relief in respect of the Company or of any of its propertiesSubsidiaries, or (c) approving of a petition for substantial part of the property or effecting an arrangement in bankruptcyassets of the Company or any of its Subsidiaries, a reorganization pursuant to under Title 11 of the Federal Bankruptcy Act United States Code, as now constituted or hereafter amended, or any other judicial modification Federal or alteration of the rights of the holders of the Bondsstate bankruptcy, insolvency, receivership or of other creditors of the Companysimilar law, or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company shall itself (a) file or any petition of its Subsidiaries, or (b) take for a substantial part of the property or consent to assets of the Company or any other action, seeking any such judicial orderof its Subsidiaries, or (iii) the winding-up or liquidation of the Company or any of its Subsidiaries; and such proceeding or petition shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Company or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner (but within 30 days in any event), any proceeding or the filing of any petition described in paragraph (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of the its Subsidiaries, or for a substantial part of the property or assets of the Company or any of its Subsidiaries, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make an a general assignment for the benefit of creditors, (vi) become unable, admit in writing its creditors; orinability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; F. final judgment (i) one or more judgments for the payment of money in an aggregate amount in excess of $25,000 2,000,000 (to the extent not covered by insurance) shall be rendered against the Company Company, any Guarantor or a Subsidiary TAFSI or any combination thereof and the same shall remain undischarged for a period of sixty 30 consecutive days during which execution shall not be effectively stayed; or G. , or any change action shall occur in the laws be legally taken by a judgment creditor to levy upon assets or properties of the Company, any Guarantor or TAFSI to enforce any such judgment; (j) a Reportable Event or Reportable Events, or a failure to make a required installment or other payment (within the meaning of Section 412(n)(l) of the Code), shall have occurred with respect to any Plan or Plans that reasonably could be expected to result in liability of the Company, any Guarantor, TAFSI or any ERISA Affiliate to the PBGC or to a Plan in an aggregate amount exceeding $2,000,000 and, within 30 days after the reporting of any such Reportable Event to the holders of the Notes or after the delivery of the statement required pursuant to Section 6.6(b)(iii), the Required Holders shall have notified the Company in writing that (i) the Required Holders have reasonably determined that, on the basis of such Reportable Event or Reportable Events or the failure to make a required payment, there are reasonable grounds (a) for the termination of such Plan or Plans by the PBGC, (b) for the appointment by the appropriate United States District Court of a trustee to administer such Plan or Plans or (c) for the imposition of the Commonwealth a lien in favor of Pennsylvania, either a Plan and (ii) as a result thereof an Event of Default exists hereunder; or a trustee shall be appointed by statutory enactment a United States District Court to administer any such Plan or by judicial decision, whereby any tax, assessment, lien or charge upon the Trust Estate, Plans; or the interest of PBGC shall institute proceedings to terminate any Plan or Plans; (k) (i) the Trustee Company, any Guarantor, TAFSI or Bondholders in the Trust Estate, or upon this Indenture or the debt secured hereby, may be imposed upon the Trustee or the Bondholders; provided, however, that the Company is hereby given the option of paying any such tax if the amount thereof together with interest on the Bonds ERISA Affiliate shall not exceed interest at the highest lawful rate permitted have been notified by the laws sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan, (ii) the Commonwealth of Pennsylvania governing Company, such Guarantor, TAFSI or such ERISA Affiliate does not have reasonable grounds for contesting such Withdrawal Liability or is not in fact contesting such Withdrawal Liability in a timely and appropriate manner and (iii) the amount of interest that may the Withdrawal Liability specified in such notice, when aggregated with all other amounts required to be charged on paid to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the Bonds and if the payment thereof by the Company would not otherwise be unlawful; and if the Company shall make payment date or dates of such taxes as aforesaid as notification), either (a) is $2,000,000 or more and the same become clue and payable, no default shall ensue by reason of the provisions of this paragraph G; then, and in every such case, if such default or defaults shall not Required Holders have been remedied, the Trustee, by notice in writing to reasonably determined that the Company, maysuch Guarantor, TAFSI or such ERISA Affiliate will not be able to make the payments required in connection with such Withdrawal Liability or (B) is less than $2,000,000 and upon the written request any payment due as a result of the holders of at least 25% in principal amount of the Bonds then outstanding, shall, by notice in writing to such liability remains unpaid 30 days after such payment is due; (l) the Company, declare any Guarantor, TAFSI or any ERISA Affiliate shall have been notified by the principal sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if solely as a result of such reorganization or termination the aggregate annual contributions of the Company, each Guarantor, TAFSI and interest on each ERISA Affiliate to all Multiemployer Plans that are then in reorganization or have been or are being terminated have been or will be increased over the Bonds amounts required to be due contributed to such Multiemployer Plans for their most recently completed plan years by an amount exceeding $2,000,000 and payable immediatelythe Required Holders have reasonably determined that the Company, and upon such Guarantor, TAFSI or such ERISA Affiliate will not be able to make the payments required in connection with such contribution; (m) any material security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Company, any Guarantor or TAFSI not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such declaration loss of perfection or priority results from the same shall become immediately due and payable, anything in failure of the Indenture or in Collateral Agent to maintain possession of certificates representing securities pledged under the Bonds contained Pledge Agreement (except to the contrary notwithstanding.extent that such loss is covered by a lender's title insurance policy and the related insurer promptly after such loss shall have acknowledged in writing that such loss is covered by such title insurance policy);

Events of Default; Acceleration of Maturity. If one or more any of the following events (herein called “Events of Default”"EVENTS OF DEFAULT") shall happenhave occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or by operation of law or otherwise), that is to say: A. (a) any representation or warranty made or deemed made in this Agreement or any Transaction Document, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished pursuant to this Agreement, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished; (b) default shall be made in the payment of all or any part of the principal of, or premium (if any) on, any Note 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 by acceleration thereof or otherwise; (c) default shall be made in the payment of any installment of interest on any Bond issued hereunder Note, when and as the same shall become payable due and payable, and such default shall continue unremedied for the a period of fifteen days; orthree Business Days; B. (d) default shall be made in the payment due observance or performance by the Company, of any covenant, condition or agreement contained in Section 5.3, 5.4, 6.1, 6.5, 6.11, 6.12, 6.13, 6.14, 7.1 or 7.3 to 7.17, inclusive, or Section 8 or in Section 9 or 10 of the principal Guarantee Agreement; (e) default shall be made in the due observance or performance by the Company, either Guarantor or TAFSI of any Bond issued hereunder covenant, condition or agreement contained in any Financing Document (other than those defaults specified in subsection (b), (c) or (d) above) and such default shall continue unremedied for a period of the earlier of (i) 30 days after an executive officer of the Company, such Guarantor or TAFSI first becomes aware or should have become aware thereof and (ii) 15 days after notice thereof from any holder of any Note to the Company, such Guarantor or TAFSI, as applicable; (f) the Company or any of its Subsidiaries shall (i) fail to pay any principal or interest, regardless of amount, due in respect of any Indebtedness in a principal amount in excess of $2,000,000, when and as the same shall become due and payable either by the terms thereof (after giving effect to any applicable grace period) or otherwise as herein provided; or C. default shall be made in the observance (ii) fail to observe or performance of perform any other term, covenant, condition or agreement on the part of the Company contained in §7.05, §7.13, §7.14, §7.15, §7.17, §8.01 any agreement or 18.02 instrument evidencing or in governing any such Indebtedness (after giving effect to any applicable grace period) if the provisions for any other sinking, amortization, improvement, renewal or other analogous fund established hereunder; or D. default shall be made in the observance or performance effect of any other of the covenants and agreements and conditions on the part of the Company failure referred to in the Bonds hereby secured or in the Indenture contained and such default shall continue for the period of thirty days after written notice specifying such default shall have been given this clause (ii) is to the Company by the Trusteecause, or to permit the Company and the Trustee by the holder or holders of 25% in principal amount such Indebtedness or a trustee on its or their behalf (with or without the giving of notice, the Bonds then outstanding; orlapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; (ig) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction shall make an order not vacated or stayed within sixty seeking (60i) days from the date of entry thereof (a) adjudicating the Company a bankrupt, (b) appointing a trustee or receiver relief in respect of the Company or of any of its propertiesSubsidiaries, or (c) approving of a petition for substantial part of the property or effecting an arrangement in bankruptcyassets of the Company or any of its Subsidiaries, a reorganization pursuant to under Title 11 of the Federal Bankruptcy Act United States Code, as now constituted or hereafter amended, or any other judicial modification Federal or alteration of the rights of the holders of the Bondsstate bankruptcy, insolvency, receivership or of other creditors of the Companysimilar law, or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company shall itself (a) file or any petition of its Subsidiaries, or (b) take for a substantial part of the property or consent to assets of the Company or any other action, seeking any such judicial orderof its Subsidiaries, or (iii) the winding-up or liquidation of the Company or any of its Subsidiaries; and such proceeding or petition shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered; (h) the Company or any of its Subsidiaries shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner (but within 30 days in any event), any proceeding or the filing of any petition described in (g) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or any of the its Subsidiaries, or for a substantial part of the property or assets of the Company or any of its Subsidiaries, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make an a general assignment for the benefit of creditors, (vi) become unable, admit in writing its creditors; orinability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing; F. final judgment (i) one or more judgments for the payment of money in an aggregate amount in excess of $25,000 2,000,000 (to the extent not covered by insurance) shall be rendered against the Company Company, either Guarantor or a Subsidiary TAFSI or any combination thereof and the same shall remain undischarged for a period of sixty 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of the Company, either Guarantor or TAFSI to enforce any such judgment; (j) a Reportable Event or Reportable Events, or a failure to make a required installment or other payment (within the meaning of Section 412(n)(l) of the Code), shall have occurred with respect to any Plan or Plans that reasonably could be expected to result in liability of the Company, either Guarantor, TAFSI or any ERISA Affiliate to the PBGC or to a Plan in an aggregate amount exceeding $2,000,000 and, within 30 days after the reporting of any such Reportable Event to the holders of the Notes or after the delivery of the statement required pursuant to Section 6.6(b)(iii), the Required Holders shall have notified the Company in writing that (i) the Required Holders have reasonably determined that, on the basis of such Reportable Event or Reportable Events or the failure to make a required payment, there are reasonable grounds (a) for the termination of such Plan or Plans by the PBGC, (b) for the appointment by the appropriate United States District Court of a trustee to administer such Plan or Plans or (c) for the imposition of a lien in favor of a Plan and (ii) as a result thereof an Event of Default exists hereunder; or a trustee shall be appointed by a United States District Court to administer any such Plan or Plans; or the PBGC shall institute proceedings to terminate any Plan or Plans; (k) (i) the Company, either Guarantor, TAFSI or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan, (ii) the Company, such Guarantor, TAFSI or such ERISA Affiliate does not have reasonable grounds for contesting such Withdrawal Liability or is not in fact contesting such Withdrawal Liability in a timely and appropriate manner and (iii) the amount of the Withdrawal Liability specified in such notice, when aggregated with all other amounts required to be paid to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date or dates of such notification), either (a) is $2,000,000 or more and the Required Holders have reasonably determined that the Company, such Guarantor, TAFSI or such ERISA Affiliate will not be able to make the payments required in connection with such Withdrawal Liability or (B) is less than $2,000,000 and any payment due as a result of such liability remains unpaid 30 days after such payment is due; (l) the Company, either Guarantor, TAFSI or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, if solely as a result of such reorganization or termination the aggregate annual contributions of the Company, each Guarantor, TAFSI and each ERISA Affiliate to all Multiemployer Plans that are then in reorganization or have been or are being terminated have been or will be increased over the amounts required to be contributed to such Multiemployer Plans for their most recently completed plan years by an amount exceeding $2,000,000 and the Required Holders have reasonably determined that the Company, such Guarantor, TAFSI or such ERISA Affiliate will not be able to make the payments required in connection with such contribution; (m) any material security interest purported to be created by any Security Document shall cease to be, or shall be asserted by the Company, either Guarantor or TAFSI not to be, a valid, perfected, first priority (except as otherwise expressly provided in this Agreement or such Security Document) security interest in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates representing securities pledged under the Pledge Agreement (except to the extent that such loss is covered by a lender's title insurance policy and the related insurer promptly after such loss shall have acknowledged in writing that such loss is covered by such title insurance policy); (n) any Financing Document shall not be for any reason or shall be asserted by the Company, either Guarantor or TAFSI, not to be in full force and effect and enforceable in all material respects in accordance with its terms; (o) the Obligations and the guarantees thereof pursuant to the Guarantee Agreement shall cease to constitute, or shall be asserted by the Company or either Guarantor not to constitute, senior indebtedness under the subordination provisions of the Subordinated Notes, the Subordinated Guarantees and the Subordinated Note Indenture (or the provisions of the Subordinated Note Refinancing Indebtedness) or such subordination provisions shall be invalidated or otherwise cease to be a legal, valid and binding obligation of the parties thereto, enforceable in accordance with their terms; or G. (p) any change shall occur in the laws material provision of the United States Guarantee Agreement or any other Financing Document shall cease to be in full force and effect and enforceable in accordance with its terms for any reason whatsoever or either Guarantor or TAFSI shall contest or deny in writing the validity or enforceability of any of its obligations under the Commonwealth of PennsylvaniaGuarantee Agreement or any other Financing Document, either by statutory enactment or by judicial decision, whereby any tax, assessment, lien or charge upon the Trust Estateas applicable, or the interest Notes shall cease to be entitled to the benefits of the Trustee or Bondholders in the Trust Estateany Security Document, this Agreement, or upon this Indenture or the debt secured hereby, may be imposed Intercreditor Agreement for any reason whatsoever; then (i) upon the Trustee or the Bondholders; provided, however, that occurrence of an Event of Default with respect to the Company is hereby given or any of its Subsidiaries described in subsection (g) or (h) above, the option unpaid principal amount of paying any such tax if the amount thereof all Notes, together with the interest on the Bonds accrued thereon, shall not exceed interest at the highest lawful rate permitted by the laws automatically become immediately due and payable, without presentment, demand, protest or other requirements of the Commonwealth any kind, all of Pennsylvania governing the amount of interest that may be charged on the Bonds and if the payment thereof which are hereby expressly waived by the Company would not otherwise be unlawful; or (ii) upon the occurrence and if the Company shall make payment continuance of such taxes as aforesaid as the same become clue and payable, no default shall ensue by reason any other Event of the provisions of this paragraph G; then, and in every such case, if such default or defaults shall not have been remediedDefault, the TrusteeRequired Holders may, by written notice in writing to the Company, may, and upon the written request of the holders of at least 25% in principal amount of the Bonds then outstanding, shall, by notice in writing to the Company, declare the unpaid principal amount of and interest on all the Bonds Notes to be due and payable immediatelybe, and upon any such declaration the same shall become immediately forthwith become, due and payable, anything together with the interest accrued thereon and, to the extent permitted by law, an amount equal to the Additional Amount (as hereinafter defined) in respect of each such Note, provided that during the existence of an Event of Default described in subsection (b) or (c) above with respect to any Note, the holder of such Note may, by written notice to the Company, declare such Note to be, and the same shall forthwith become, due and payable, together with the interest accrued thereon and, to the extent permitted by law, an amount equal to the Additional Amount. If any holder of any Note shall exercise the option specified in the Indenture proviso to the preceding sentence, the Company will forthwith give written notice thereof to the holders of all other outstanding Notes and each such holder may (whether or not such notice is given or received), by written notice to the Company, declare the unpaid principal amount of all Notes held by it to be, and the same shall forthwith become, due and payable, together with the interest accrued thereon and, to the extent permitted by law, an amount equal to the Additional Amount. If all Notes are accelerated as specified above, the Company will forthwith give written notice thereof to any holder of an outstanding Note which has not given written notice to the Company with respect to such acceleration. Notwithstanding the foregoing, in the Bonds contained event that a non-payment default under subsection (a), (d) or (e) above is solely the result of any Network Operator's failure to perform its obligations to either Guarantor pursuant to any operating lease with such Guarantor permitted by Section 7.8, then, so long as (i) there shall not be a similar failure by more than two other Network Operators and (ii) such Guarantor has rights against such Network Operator with respect to such default and has commenced enforcement of its rights against such Network Operator (including compelling such Network Operator to cure such default, exercising such Guarantor's self-help remedies as landlord under such operating lease or terminating such operating lease and taking possession of the contrary notwithstandingpremises within the time for cure as provided herein) and the Required Holders, in their reasonable judgment, are satisfied that such Guarantor is diligently and with best efforts prosecuting such enforcement until cure of such default, no Event of Default shall be deemed to have occurred hereunder with respect thereto.