AGENT, FOR THE BENEFIT OF
ITSELF, AND LENDERS, DOES NOT HAVE OR CEASES TO HAVE A VALID AND PERFECTED FIRST
PRIORITY SECURITY INTEREST (SUBJECT TO PERMITTED ENCUMBRANCES) IN THE COLLATERAL
OR ANY SUBSTANTIAL PORTION THEREOF, OR ANY LOAN PARTY DENIES THE VALIDITY,
PERFECTION OR FIRST PRIORITY OF SUCH SECURITY INTEREST OR GIVES NOTICE TO SUCH
EFFECT; OR
(Q)
INTENTIONALLY OMITTED.
(R)
INTENTIONALLY OMITTED.
(S)
CHANGE IN CONTROL.
A CHANGE OF CONTROL OCCURS; OR
(T)
EXPROPRIATION.
ANY FEDERAL, STATE OR LOCAL GOVERNMENTAL AUTHORITY
TAKES ANY ACTION TO EXPROPRIATE OR CONDEMN ALL OR ANY SUBSTANTIAL PORTION OF THE
ASSETS OF (I) BORROWER, (II) GTT, OR (III) BDC, ANY LOAN PARTY, OR ANY OTHER
SUBSIDIARIES OF BORROWER, IF THE ASSETS OF BDC, ANY SUCH LOAN PARTY OR ANY SUCH
SUBSIDIARY, INDIVIDUALLY OR IN THE AGGREGATE, ACCOUNT FOR 25% OR MORE OF
BORROWER'S CONSOLIDATED EBITDA; OR
(U)
FCC AND PUC MATTERS.
ANY LICENSE NECESSARY FOR THE OWNERSHIP OR
OPERATION OF THE COMMUNICATIONS SYSTEMS SHALL BE CANCELLED, EXPIRED, REVOKED,
TERMINATED, RESCINDED, ANNULLED, SUSPENDED, OR MODIFIED OR SHALL NO LONGER BE IN
FULL FORCE AND EFFECT AND THE RESULT OF SUCH ACTION HAS, OR WOULD REASONABLY BE
EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
6.2
TERMINATION OF LOAN COMMITMENTS.
UPON THE OCCURRENCE AND DURING
THE CONTINUATION OF ANY EVENT OF DEFAULT, AND WITHOUT LIMITING ANY OTHER RIGHT
OR REMEDY HEREUNDER, ADMINISTRATIVE AGENT, UPON THE REQUEST OF THE REQUISITE
LENDERS (SUBJECT TO THE FIRST SENTENCE OF SECTION 6.3 BELOW), SHALL DECLARE THAT
ALL OR ANY PORTION OF THE COMMITMENTS BE TERMINATED, WHEREUPON THE OBLIGATIONS
OF EACH LENDER TO MAKE ANY LOAN AND TO ISSUE ANY LETTER OF CREDIT SHALL
IMMEDIATELY TERMINATE.
55
6.3
ACCELERATION.
UPON THE OCCURRENCE OF ANY EVENT OF DEFAULT
DESCRIBED IN THE FOREGOING SUBSECTIONS 6.1(F) OR 6.1(G), THE UNPAID PRINCIPAL
AMOUNT OF AND ACCRUED INTEREST AND FEES ON THE LOANS, ALL LETTER OF CREDIT
LIABILITY AND ALL OTHER OBLIGATIONS SHALL AUTOMATICALLY BECOME IMMEDIATELY DUE
AND PAYABLE, WITHOUT PRESENTMENT, DEMAND, PROTEST, NOTICE OF INTENT TO
ACCELERATE, NOTICE OF ACCELERATION OR OTHER REQUIREMENTS OF ANY KIND, ALL OF
WHICH ARE HEREBY EXPRESSLY WAIVED BY BORROWER, AND THE OBLIGATIONS OF LENDERS TO
MAKE LOANS AND ISSUE LETTERS OF CREDIT SHALL THEREUPON TERMINATE.
UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF ANY OTHER EVENT OF DEFAULT,
ADMINISTRATIVE AGENT MAY, WITH THE CONSENT OF REQUISITE LENDERS, AND, UPON
WRITTEN DEMAND BY REQUISITE LENDERS, SHALL, BY WRITTEN NOTICE TO BORROWER,
DECLARE ALL OR ANY PORTION OF THE LOANS, ALL OR SOME PORTION OF THE LETTER OF
CREDIT LIABILITY AND ALL OR SOME OF THE OTHER OBLIGATIONS TO BE, AND THE SAME
SHALL FORTHWITH BECOME, IMMEDIATELY DUE AND PAYABLE TOGETHER WITH ACCRUED
INTEREST THEREON, AND UPON SUCH ACCELERATION THE OBLIGATIONS OF ADMINISTRATIVE
AGENT AND LENDERS TO MAKE LOANS AND ISSUE LETTERS OF CREDIT SHALL THEREUPON
TERMINATE.
6.4
RIGHTS OF COLLECTION.
UPON THE OCCURRENCE AND DURING THE
CONTINUATION OF ANY EVENT OF DEFAULT AND AT ANY TIME THEREAFTER, UNLESS AND
UNTIL SUCH EVENT OF DEFAULT IS CURED, OR WAIVED OR REMOVED