Common use of Events of Default include Clause in Contracts

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon redemption, upon purchase, upon acceleration or otherwise; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and the Security Documents; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Events of Default include. (i) default for 30 days in the payment when due of interest (including Liquidated Damages) on the Notes; (ii) default in payment when due of the principal of of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company or any of its Restricted Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 4.15, 4.16, 4.22 or 5.01 of the IndentureIndenture which failure remains uncured for 30 days; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain any of the other agreements in the Indenture and the Security DocumentsIndenture; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million any of its Restricted Subsidiaries, which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturitymaturity or is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period, and in each case, the principal amount of total Indebtedness aggregates $10.0 million or more; (vi) certain final judgments against the Company or any of its Restricted Subsidiaries for the payment of money aggregating in excess of $10 10.0 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; (viii) the breach by the Company or any Restricted Subsidiary of certain covenants in the Security Agreements, repudiation by the Company or any Restricted Subsidiary of any obligations under the Security Agreements or the Security Agreements shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect; and (ix) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantor's Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default EXHIBIT A-2 or Event of Default relating to the payment of principal or interestinterest (or Liquidated Damages)) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest (or Liquidated Damages) on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages on the NotesNotes whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of principal of or premium, if any, on the Notes when (including in connection with an offer to purchase) whether or not prohibited by Article 10 of the same becomes due and payable at maturityIndenture , upon redemption, upon purchase, upon acceleration or otherwise; (iii) failure by the Company to comply with Section 4.10 or Section 5.01 of the Indenture and such failure shall have continued for 15 days, after notice from the Company or any holder of Notes, or failure by the Company or any of its agreements or covenants described under Subsidiaries to comply with the provisions of Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 4.07 and Section 4.09 of the IndentureIndenture and such failure shall have continued for 30 days after notice from the Company or any holder of Notes; (iv) failure by the Company for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and the Security DocumentsNotes; (v) payment default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal or default under certain other agreements relating to or exceeding $10 million the Indenture which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Guarantor's Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company or any of its Restricted Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Significant Subsidiaries for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and the Security DocumentsIndenture; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million any of its Significant Subsidiaries which default results in, among other things, in the acceleration of of, or constitutes a payment default with respect to, such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; and (viii) except as permitted by the Indenture, any Note Subsidiary Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantor's Subsidiary Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest interest, premium or Liquidated Damages, if any, on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest and Special Interest, if any, on the Notes; (ii) default in the payment when due of principal of the Notes when the same becomes due and payable (at maturity, upon redemption, upon purchase, upon acceleration redemption or otherwise) of the principal of, or premium, if any, on the Notes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with any the provisions of its agreements or covenants described under Section 3.08, Sections 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 60 days (or, in the case of Section 4.03 of the Indenture, 120 days) after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain any of the other agreements in the Indenture and the Security DocumentsIndenture; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default is a Payment Default or results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments, which judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance are not paid, discharged or bonded) that remain undischarged stayed, for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries; Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid effect, or any Guarantor Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its liability obligations under its Note Guarantee (other than by reason Guarantee. In the case of release an Event of a Guarantor Default arising from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) certain events of default under bankruptcy or insolvency with respect to the documents securing the payment of the NotesCompany, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or noticeimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interestinterest or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders Holders, rescind an acceleration or waive an existing Default or Event of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest principal of, premium on, premium if any, or the principal ofinterest or Special Interest, if any, on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemptionacceleration, upon purchase, upon acceleration required purchase or otherwise; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 5.01(a) of the Indenture; (iv) failure by the Company or any Guarantor to observe, perform or comply with any of the other covenants and agreements in the Indenture, the Notes, or the Note Guarantees and such failure to observe, perform or comply continues for 30 a period of 60 days after notice to receipt by the Company by of a written notice from the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain other agreements in the Indenture and the Security Documentsclass; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results inany Restricted Subsidiary is not paid when due or within any applicable grace period or is accelerated by the holders thereof and, among other thingsin either case, the acceleration total amount of such unpaid or accelerated Indebtedness prior to its express maturityexceeds $25.0 million; (vi) certain final the entry by a court of competent jurisdiction of one or more judgments for or orders against the payment of money Company or any Restricted Subsidiary in an uninsured aggregate amount in excess of $10 25.0 million in the aggregate (net of amounts covered by insurance and such judgment or bonded) that remain undischarged order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days; (vii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any Guarantor that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiariesSubsidiary; and (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid effect, or any Guarantor Guarantor, or any Person controlling such Guarantor, denies or disaffirms its liability obligations under its Note Guarantee Guarantee, and such default continues for a period of 10 days. A Default under clause (other than by reason v) or (vi) is not an Event of release Default until the Trustee or the Holders of a Guarantor from its Note Guarantee at least 30% in accordance with the terms principal amount of the Indenture and Notes (including Additional Notes, if any) notify the Company of the Default; provided that any Default under clause (v) above resulting from a default or acceleration with respect to Indebtedness will not be considered an Event of Default if such Note Guarantee); and (ix) events default or acceleration is cured or annulled, respectively, within 30 days of the receipt by the Company of such notice of default under from the documents securing the payment Trustee or Holders of not less than 30% in aggregate principal amount of the Notes. If Subject to the following paragraph, if any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes (including Additional Notes, if any) may declare all the Notes to be due and payable by a notice in writing to the Company (and to the Trustee, if given by the Holders) specifying the Event of Default and that it is a “notice of acceleration” and on the fifth Business Day after delivery of such notice, the principal amount, together with any accrued and unpaid interest on all of the Notes then outstanding, will become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required provisions of this Paragraph 13 are subject to deliver certain limitations and exceptions set forth in the Indenture with respect to the Trustee annually an Event of Default that occurs by reason of a statement regarding compliance default with the Indenture, and the Company is required upon becoming aware of respect to any Default, to deliver to the Trustee a statement specifying such Defaultredemption provisions contained solely in Additional Notes.

Events of Default include. (i) default for 30 days in the payment when due of interest on the NotesSubordinated Notes (whether or not prohibited by Article 10 of the Indenture); (ii) default in payment when due of the principal of or premium, or Liquidated Damages, if any, on the Subordinated Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwiseotherwise (whether or not prohibited by Article 10 of the Indenture); (iii) failure by the Company or any of its Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, Sections 4.07, 4.09, 4.10, 4.15 or and 5.01 of the Indenture (whether or not prohibited by Article 10 of the Indenture); (iv) failure by the Company or any of its Subsidiaries for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain any of its other agreements in the Indenture and or the Security DocumentsSubordinated Notes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 45 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Subordinated Notes may declare all the Subordinated Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Subordinated Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Subordinated Notes, all principal of and accrued interest on and Liquidated Damages, if any, of the Subordinated Notes shall be due and payable immediately. Holders may not enforce the Indenture or the Subordinated Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Subordinated Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Subordinated Notes then outstanding by notice to the Trustee (and without notice to any other Holder) may on behalf of the Holders of all of the Subordinated Notes waive any an existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, premiums, if any, or interest on, the NotesSubordinated Notes (including in connection with an offer to purchase) (provided, however, that Holders of a majority in aggregate principal amount of the then outstanding Subordinated Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (a) Each of the following constitutes an event of default (an "EVENT OF DEFAULT"): (i) any default for 30 days in the payment when due of interest the principal of or premium, if any, on any of the Notes; (ii) default in , whether such payment when is due of principal of the Notes when the same becomes due and payable at maturity, upon Stated Maturity or on redemption, upon purchaserepurchase pursuant to a Change of Control Offer, upon a Net Proceeds Offer, a Mandatory Repurchase Offer, acceleration or otherwise; or (ii) any default in the payment of any installment of interest or Liquidated Damages, if any, on any Note, when due, and the continuance of that default for a period of 30 days; or (iii) failure any default in the performance or breach by the Company or any Restricted Subsidiary of Article V of the Indenture or any failure of the Company to comply with any make or consummate either a Change of its agreements Control Offer, a Net Proceeds Offer or covenants a Mandatory Repurchase Offer (or the other repurchases contemplated in Section 4.17) described under Section 3.08in Sections 4.15, 4.074.16 and 4.17, 4.09respectively, 4.10, 4.15 or 5.01 of the Indenture; or (iv) any failure of the Company or any Restricted Subsidiary to perform or observe any other term, covenant or agreement applicable to it and contained in the Notes, the Indenture (other than a default specified in clause (i), (ii) or (iii) above) or the Subsidiary Guarantees, as the case may be, for a period of 30 days after written notice of that failure is given (a) to the Company or the Restricted Subsidiary, as the case may be, by the Trustee or (b) to the Company or the Restricted Subsidiary, as the case may be, and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; or (v) the occurrence and continuation beyond any applicable grace period of any default in the payment of the principal of any Indebtedness of the Company (other than the Notes) or any Restricted Subsidiary for money borrowed when due at final Stated Maturity, or any other default resulting in acceleration of any Indebtedness of the Company or any Restricted Subsidiary for money borrowed, PROVIDED that the aggregate principal amount of such Indebtedness exceeds $5.0 million; or (vi) one or more final judgments or orders rendered against the Company or any Restricted Subsidiary that are unsatisfied and require the direct payment by the Company in money, either individually or in an aggregate amount, in excess of $5.0 million are not paid, discharged or stayed for a period of 30 days after days; or (vii) certain events of bankruptcy, insolvency or reorganization involving the Company or any Restricted Subsidiary; or (viii) except as permitted by the Indenture, the cessation of the effectiveness of any Subsidiary Guarantee or the repudiation by any Subsidiary Guarantor (or by any Person acting on behalf of any Subsidiary Guarantor) of its obligations under its Subsidiary Guarantee. If an Event of Default (other than an Event of Default specified in clause (vii) above involving the Company), occurs and is continuing under the Indenture, the Trustee, by written notice to the Company by the Trustee Company, or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and the Security Documents; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect written notice to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all amounts owing under the Notes to be due and payable immediately. Upon such declaration of acceleration, the aggregate principal of, premium, if any, and interest on the outstanding Notes shall immediately become due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising results from certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization involving the Company, all outstanding Notes will shall become due and payable without any further action or notice. In certain cases, the Holders of a majority in aggregate principal amount of the Notes then outstanding may waive an existing Default or Event of Default and its consequences, except a default in the payment of principal of, premium, if any, and interest on the Notes. The Holders may not enforce the provisions of the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power; PROVIDED, HOWEVER, that such direction does not conflict with the terms of the Indenture. The Trustee may withhold from the Holders of the Notes notice of any continuing Default or Event of Default (except a any Default relating to the or Event of Default in payment of principal of, premium, if any, or interestinterest on the Notes) if it the Trustee determines that withholding such notice is in their the holders' interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes, except, if prior to _____, 2001, default for two days in payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturitypayable, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply (A) for a period of 30 days with any of its agreements or covenants described under the provisions of Section 3.08, 4.07, 4.09, 4.10, 4.15 or 4.19 of the Indenture and (B) with any of the provisions of Article Four or Section 5.01 of the Indenture; (iv) failure by the Company Indenture for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture Indenture, the Notes or the Pledge and the Security DocumentsEscrow Agreement; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; and (viii) except as permitted the breach of certain representations, warranties or agreements set forth in the Pledge and Escrow Agreement, or a material default by the IndentureCompany in the performance of any covenant set forth in the Pledge and Escrow Agreement, or repudiation by the Company of its obligations under the Pledge and Escrow Agreement, or the Pledge and Escrow Agreement shall be held in any Note Guarantee of a Significant Subsidiary ceases judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Noteseffect. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the NotesNotes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture) when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply for 30 days after notice from the Trustee or the Holders of at least 25% in principal amount of their outstanding Notes with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and or the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturitymaturity and such default has not been cured or waived as provided in the Indenture; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.all

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply with any the provisions of its agreements Section 5.01 of the Indenture, the failure by the Company to make or covenants described under consummate a Change of Control Offer in accordance with the provisions of Section 3.08, 4.07, 4.09, 4.10, 4.15 4.14 of the Indenture or 5.01 the failure of the Company to make or consummate an Asset Sale Offer in accordance with the provisions of Section 4.10 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries, for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain other agreements in the Indenture and Indenture, the Notes, the Security DocumentsAgreements or the Intercreditor Agreements; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; and (viii) except as permitted by the Indenture, Security Agreements or the Intercreditor Agreements shall be held in any Note Guarantee of a Significant Subsidiary ceases judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Noteseffect. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare all the Accreted Value of the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the Accreted Value of all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount at maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at maturity of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon redemption, upon purchase, upon acceleration or otherwise; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and the Security Documents; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture for a period of 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any) then outstanding voting as a single class; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain observe or perform any other agreements covenant or other agreement in the Indenture and the Security DocumentsIndenture; (vvi) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vivii) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (viiviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (viiiix) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Guarantor's Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium and Liquidated Damages, if any, or interest on, premium or the principal of, Notes (other than non-payment of amounts that became due solely because of the acceleration of the Notes). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon purchase, upon acceleration or otherwise; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain other agreements in the Indenture and the Security DocumentsIndenture; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 10.0 million which default results in, among other things, the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 10.0 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.or

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Additional Amounts, if any, with respect to the Notes; , (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturityNotes, upon redemption, upon purchase, upon acceleration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with any of its agreements or covenants described under Section 3.085.01, 4.07, 4.09, 4.10, 4.15 or 5.01 4.11 of the Indenture; , (iv) failure by the Company or any of its Restricted Subsidiaries for 30 15 days after notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain Section 4.10 or 4.14 of the Indenture or the Notes, (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Notes then outstanding to comply with any of the other agreements in the Indenture or the Notes, (vi) voluntary relinquishment by the Company of any of its rights under the Non-Competition Agreement or failure by the Company for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Security Documents; Trustee by Holders of at least 25% of the aggregate principal amount of the Notes outstanding to enforce any of such rights, in each case which is materially detrimental to the interests of the Company or the Holders, (vvii) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (viviii) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (viiix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.084.7, 4.07, 4.094.9, 4.10, 4.15 4.12, 4.16 or 5.01 5.1 of the Indenture; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and or the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default constitutes a Payment Default or results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viii) except as permitted by certain events relating to the Indenture, failure of any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages, if any, on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain other agreements in the Indenture and Indenture, the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, Agreement or the Pledge Agreement shall be held in any judicial proceeding to be unenforceable or; and (viiiix) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Guarantor's Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing A2-6 114 Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply with any of its agreements Section 4.10 or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 4.14 of the Indenture; (iv) failure by the Company for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain other agreements in the Indenture and or the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default is caused by a failure to pay principal of such Indebtedness at the express maturity thereof or results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure remains uncured for 30 days; (iv) failure by the Company for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in the Indenture and Indenture, the Security DocumentsNotes or the Pledge Agreement; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) the breach of certain covenants in the Pledge Agreement or the Pledge Agreement shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company or any of its Subsidiaries for 30 days after written notice to the Company by the Trustee or Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 4.10 or 5.01 of the Indenture; (iv) failure by the Company for 30 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any, ) then outstanding voting as a single class to comply with certain other agreements in the Indenture and or the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million any of its Restricted Subsidiaries which default is caused by a failure to pay any such Indebtedness at its stated, final maturity (giving effect to any grace periods) or results in, among other things, in the acceleration of such Indebtedness prior to its express stated, final maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of its their Significant Subsidiaries; and (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Note Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantor's Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. PROVIDED, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of: (1) an acceleration of any such Indebtedness under the Credit Agreement; or (2) five Business Days after receipt by the Issuers and the administrative agent under the Credit Agreement of written notice of that acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest of Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, or Liquidated Damages or premium, if any, on the Notes. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers are required upon within five Business Days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (ia) default for 30 days in the payment when due of interest on the Notes; (iib) default in the payment when due of principal of the Notes when the same becomes due and payable (at maturity, upon redemption, upon purchase, upon acceleration redemption or otherwise; ) of the principal of, or premium on, if any, the Notes, (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with any the provisions of its agreements or covenants described under Section 3.08, Sections 4.07, 4.09, 4.10, 4.15 4.14, or 5.01 of the Indenture; (ivd) (1) failure by the Company or any of its Restricted Subsidiaries for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain any of the other agreements in the Indenture and or the Security Documents, or (2) failure by the Company for 180 days after notice from the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with the provisions of Section 4.03 of the Indenture; (ve) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default is a Payment Default or results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vif) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for the payment entered by a court or courts of money competent jurisdiction aggregating in excess of $10 20.0 million in (to the aggregate (net of amounts extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or bonded) that remain undischarged stayed, for a period of 60 days; (viig) subject to certain events of bankruptcy exceptions and except as permitted by the Indenture, if any security document ceases for any reason to be fully enforceable, certain security interests created by any security documents cease to be in full force and effect, or insolvency with respect to the repudiation by the Company or any other Guarantor of its Significant Subsidiariesany of their obligations under any security documents; (viiih) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid effect, or any Guarantor Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its liability obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ixi) certain events of default under bankruptcy (quiebra) or insolvency (concurso mercantil) with respect to the documents securing Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the payment case of an Event of Default arising from certain events of bankruptcy (quiebra) or insolvency (concurso mercantil) with respect to the Company, any Restricted Subsidiary of the NotesCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or noticeimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all Notes, rescind an acceleration or waive an existing Default or Event of the Notes waive any existing Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, premium or the principal of, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the NotesSubordinated Notes (whether or not prohibited by Article 10 of the Indenture); (ii) default in payment when due of the principal of or premium, or Liquidated Damages, if any, on the Subordinated Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwiseotherwise (whether or not prohibited by Article 10 of the Indenture); (iii) failure by the Company or any of its Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, Sections 4.07, 4.09, 4.10, 4.15 or and 5.01 of the Indenture (whether or not prohibited by Article 10 of the Indenture); (iv) failure by the Company or any of its Subsidiaries for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain any of its other agreements in the Indenture and or the Security DocumentsSubordinated Notes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 45 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Subordinated Notes may declare all the Subordinated Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Subordinated Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Subordinated Notes, all principal of and accrued interest on and Liquidated Damages, of the Subordinated Notes shall be due and payable immediately. Holders may not enforce the Indenture or the Subordinated Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Subordinated Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Subordinated Notes then outstanding by notice to the Trustee (and without notice to any other Holder) may on behalf of the Holders of all of the Subordinated Notes waive any an existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, premiums, if any, or interest on, the NotesSubordinated Notes (including in connection with an offer to purchase) (provided, however, that Holders of a majority in aggregate principal amount of the then outstanding Subordinated Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the NotesNotes (whether or not prohibited by Article 10 of the Indenture); (ii) default in payment when due of principal of or premium, if any, on the Notes when (whether or not prohibited by Article 10 of the same becomes due and payable at maturity, upon redemption, upon purchase, upon acceleration or otherwiseIndenture); (iii) failure by the Company Issuers to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company Issuers for 30 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class Notes to comply with certain any of their other agreements in the Indenture and or the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness on the date of such default (a "Payment Default") or (b) results in, among other things, in the acceleration of such Indebtedness prior to its express maturitymaturity and, in each case, the principal amount of any such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; (vi) certain failure by the Company, UNICCO Finance or any of the Company's Restricted Subsidiaries to pay final judgments for the payment of money aggregating in excess of $10 2.0 million in the aggregate and either (net of amounts covered by insurance a) any creditor commences enforcement proceedings upon any such judgment or bonded(b) that remain undischarged such judgments are not paid, discharged or stayed for a period of 60 45 days; (vii) except as permitted by the Indenture, any guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Restricted Subsidiary, or any Person acting on behalf of any Restricted Subsidiary, shall deny or disaffirm its obligations under its guarantee; (viii) the Refinancing shall not have been consummated by 11:59 p.m., New York City time, on the date of the Indenture; and (ix) certain events of bankruptcy or insolvency with respect to the Company Company, UNICCO Finance or any of its Significant the Company's Restricted Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture for a period of 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and (including Additional Notes, if any) then outstanding voting as a single class; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain observe or perform any other agreements covenant or other agreement in the Indenture and the Security DocumentsIndenture; (vvi) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vivii) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (viiviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (viiiix) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor or any Guarantor denies Person acting on its liability behalf shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Guarantor's Note Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium and Liquidated Damages, if any, or interest on, premium or the principal of, Notes (other than non-payment of amounts that became due solely because of the acceleration of the Notes). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemptionacceleration, upon purchase, upon acceleration required purchase or otherwise; (iii) failure by the Company to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company to observe, perform or comply with any of the other covenants and agreements in the Indenture or the Notes and such failure to observe, perform or comply continues for a period of 30 days after notice to receipt by the Company of a written notice from the Trustee or Holders of not less than 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) Indebtedness of the Company or any Restricted Subsidiary is not paid when due or within any applicable grace period or is accelerated by the holders thereof and, in either case, the total amount of such unpaid or accelerated Indebtedness exceeds $_______________; (vi) the entry by a court of competent jurisdiction of one or more judgments or orders against the Company or any Restricted Subsidiary in an uninsured aggregate amount in excess of $_______________ and such judgment or order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days and (vii) certain events of bankruptcy, insolvency or reorganization affecting the Company or any Restricted Subsidiary. A Default under clause (v) or (vi) is not an Event of Default until the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in notify the Indenture and the Security Documents; (v) default under certain other agreements relating to an aggregate amount of Indebtedness Company of the Company equal to or exceeding $10 million which default results in, among other things, the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary ceases to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee); and (ix) events of default under the documents securing the payment of the NotesDefault. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon purchase, upon acceleration or otherwiseNotes; (iii) failure by the Company Authority or any of its Restricted Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 4.10 or 5.01 of the Indenture; (iv) failure by the Company Authority or any of its Restricted Subsidiaries to observe or perform (A) the provisions of the Security Documents and the provisions of any covenant described in Section 4.07 or 4.09 of the Indenture for 30 days after notice to the Company Authority by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain or (B) any other agreements covenant, representation, warranty or other agreement in the Indenture and or the Security DocumentsNotes for 60 days after notice to the Authority by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to Authority or exceeding $10 million any of its Restricted Subsidiaries which default (A) is caused by a Payment Default or (B) results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; and in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $50.0 million or more; (vi) certain final judgments for the payment of money in excess of $10 50.0 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company Authority or any of its Significant Restricted Subsidiaries; (viii) revocation, termination, suspension or other cessation of effectiveness of any Gaming License which results in the cessation or suspension of gaming operations for a period of more than 90 consecutive days at the Resort; (ix) cessation of gaming operations for a period of more than 90 consecutive days at the Resort (other than as a result of a casualty loss); (x) the Lease ceases to be in full force and effect; (xi) except as permitted by the Indenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Subsidiary Guarantor’s Subsidiary Guarantee; (xii) failure by the Tribe to comply with the provisions of Article 12 for 30 days after notice to the Authority and the Tribe by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a Significant Subsidiary single class; and (x) (a) any Security Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (void, other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture relevant Security Document; or (b) except as permitted by the Indenture, any Lien purported to be granted under any Security Document on Collateral, individually or in the aggregate, having a fair market value in excess of $25.0 million ceases to be an enforceable and such Note Guarantee)perfected first-priority Lien, subject only to Permitted Prior Liens; and or (ixc) events the Authority or any Restricted Subsidiary, or any Person acting on behalf of default under the documents securing the payment any of them, denies or disaffirms, in writing, any obligation of the NotesAuthority or any Restricted Subsidiary set forth in or arising under any Security Document. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company Authority is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Authority is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption, upon redemption (including in connection with an offer to purchase, upon acceleration ) or otherwise; , (iii) failure by the Company or any of its Restricted Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain other agreements in Section 4.07, 4.09 or 4.10 of the Indenture and the Security DocumentsIndenture; (v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding to observe or perform any other covenant, representation, warranty or other agreement in the Indenture, the Security Documents or the Notes; (vi) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or exceeding $10 million which default is caused by a failure to pay principal of such Indebtedness at the final stated maturity thereof (giving effect to any applicable grace periods and any extensions thereof) or results in, among other things, in the acceleration of such Indebtedness prior to its express maturity; (vivii) certain final judgments for the payment of money in excess of $10 million in the aggregate (net of amounts covered by insurance or bonded) that remain undischarged undischarged, unpaid, unrestricted, unbonded or unstayed for a period of 60 days; (viiviii) (x) any Security Document is held in any judicial proceeding to be unenforceable or invalid in any material respect or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents and except solely as a result of any action taken or not taken by the Collateral Trustee that was required to be taken or not taken by the Collateral Trustee pursuant to the Security Documents, (y) any security interest created by any Security Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Security Documents and except solely as a result of any action taken or not taken by the Collateral Trustee that was required to be taken or not taken by the Collateral Trustee pursuant to the Security Documents) with respect to Collateral having a fair market value, as determined in good faith by the Company’s Board of Directors, in excess of $10.0 million, and such default continues for a period of 60 days after the Company receives notice thereof from the Trustee or from the Holders of at least 25% in principal amount of the Notes outstanding specifying such default or (z) the Company or any of its Restricted Subsidiaries, or any Person acting on behalf of any of them, asserts in writing that any Collateral having a fair market value, as determined in good faith by the Company’s Board of Directors, in excess of $10.0 million is not subject to a valid, perfected security interest (except as permitted by the terms of the Indenture or Security Documents); (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viiix) except as permitted by the Indenture, any Note Subsidiary Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor which is declared null and void and a Significant Subsidiary or any Person acting on its behalf shall deny or disaffirm its obligations under its Subsidiary Guarantee, provided, however, that an Event of Default will also be deemed to occur with respect to Subsidiary Guarantors that are not Significant Subsidiaries if the Subsidiary Guarantees of such Insignificant Subsidiaries are held in any judicial proceeding to be unenforceable or is found invalid or shall cease for any reason to be invalid in full force and effect or any Guarantor denies its liability such Insignificant Subsidiaries deny or disaffirm their obligations under its Note Guarantee their Subsidiary Guarantees (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Subsidiary Guarantee); , if when aggregated and (ix) events taken as a whole such Insignificant Subsidiaries would meet the definition of default under the documents securing the payment of the Notesa Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Events of Default include. (i) default for 30 days in failure to pay principal of, on the payment Notes when due (whether nor not prohibited by Article 10 or Article 12) of interest on the NotesIndenture; (ii) default in payment when due of principal of failure to pay interest on the Notes when due, if such failure continues for a period of 30 days (whether or not prohibited by Article 10 or Article 12 of the same becomes due Indenture); or to the extent interest is deemed paid in Additional Notes, failure to issue and payable at maturity, upon redemption, upon purchase, upon acceleration or otherwisedeliver such Additional Notes within 30 days after such interest is deemed paid; (iii) failure by the Company or any of its Subsidiaries to comply with any of its agreements or covenants described under Section 3.08, Sections 4.07, 4.09, 4.10, 4.10 and 4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 30 60 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Notes then outstanding and Additional Notes, if any, voting as a single class to comply with certain any of the other agreements in the Indenture and or the Security DocumentsNotes; (v) default under certain other agreements relating to an aggregate amount of Indebtedness of failure by the Company or any of its Subsidiaries to pay when due the principal of, or interest on (prior to the expiration of any applicable grace period), or acceleration of, any debt for money borrowed by the Company or any of its Subsidiaries that is, in the aggregate, equal to or exceeding greater than $10 million which default results in, among other things, the acceleration of such Indebtedness prior to its express maturitymillion; (vi) certain failure by the Company or any of its Subsidiaries to pay final judgments for (including foreign judgments only to the payment extent enforcement thereof is sought in the United States or in any foreign jurisdiction where the Company owns assets of money $10.0 million or more) aggregating in excess of $10 million in the aggregate (net of amounts covered by insurance 10.0 million, which judgments are not paid, discharged or bonded) that remain undischarged stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries described in the Indenture; and (viii) except as permitted by the Indenture, any Note Subsidiary Guarantee of a Significant Subsidiary ceases shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or is declared null and void and unenforceable or is found to be invalid any Guarantor, or any Guarantor denies Person acting on behalf of any Guarantor, shall deny or disaffirm its liability obligations under its Note Guarantee (other than by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Subsidiary Guarantee); and (ix) events of default under the documents securing the payment of the Notes. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the outstanding Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency described in the Indenture, an acceleration shall automatically be deemed to occur as to all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, by notice to the Trustee may Trustee, may, on behalf of the Holders of all of the Notes Notes, waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest on, premium or the principal of, or interest on the NotesNotes (including in connection with an offer to purchase as required by the terms of the Indenture); provided however, that Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.