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, 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 (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 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 principal amount of the Notes (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 observe or perform any other covenant or other agreement in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by the Indenture, any Note 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 Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. 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, the 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. (ia) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, on the Notes, whether or not prohibited by Article 10 of the Indenture; (iib) default in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable (at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 ) of the Indenture; principal of, or premium on, if any, the Notes, (iii) failure by the Company to comply with Section 5.01 of the Indenture; (ivc) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.07, 4.09. 4.10 , 4.10, 4.14, or 4.15 5.01 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 principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single classIndenture; (vd) (1) 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 aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe comply with any of the other agreements in the Indenture or perform any other covenant the Security Documents, or other agreement (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; (vie) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default is a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (viif) certain failure by the Company or any of its Restricted Subsidiaries to pay final judgments for entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 million (to the payment of money that remain undischarged 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 stayed, for a period of 60 days; (viiig) subject to certain 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 the repudiation by the Company or any other Guarantor of any of their obligations under any security documents; (h) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (i) certain events of bankruptcy (quiebra) or insolvency (concurso mercantil) with respect to the Company or any of its Restricted Subsidiaries that are is a Significant Subsidiaries; and Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy (ixquiebra) except as permitted by or insolvency (concurso mercantil) with respect to the IndentureCompany, any Note 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 Restricted Subsidiary of the Company that is a Significant Subsidiary or any Guarantor 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 any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guaranteenotice. 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 of the Notes Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium and Liquidated Damageson, if any, or interest on, the Notes (other than non-payment of amounts that became due solely because of the acceleration of the Notesincluding 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, or Liquidated Damages, if any, Damages with respect to, the NotesNotes which continues for a period of three Business Days, whether or not prohibited by Article 10 of the Indenture; (ii) default in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable whether at maturity, by declaration, upon redemption (including in connection with an offer to purchase) or otherwiseotherwise which continues for a period of one Business Day, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 5.01 any of the Indenture; provisions of Sections 4.04(c) or 5.01 or Article 8 of the Indenture or to observe or perform any of the covenants or agreements on the part of the Company contained in the Purchase Agreement, the Registration Rights Agreement or in any other document or certificate of the Company contemplated therein breach of any representation or warranties therein, (iv) failure by to observe or perform any other covenant, representation, warranty or other agreement in this Indenture or the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture Notes for a period of 30 20 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notesan Investment Majority, 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 make any payment in respect of any of their respective Indebtedness (individually or collectively) (provided, if such Indebtedness is not Senior Debt, that such defaulted Indebtedness has an aggregate outstanding principal balance in excess of $500,000) when due or within any applicable grace period or any event or condition shall occur which results in the Company by the Trustee or the Holders of at least 25% in principal amount acceleration of the Notes (including Additional Notesmaturity of any such Indebtedness, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in the Indenture; (vi) default issuance of a final judgment or order (not covered by insurance) for the payment of money shall be entered by a court of competent jurisdiction against the Company or any of its Subsidiaries in excess of $25,000 individually or $75,000 in the aggregate for all such judgments or orders (treating any deductibles, self insurance or retention as not so covered) and such judgment or order continuing unsatisfied, unbonded and unstayed for a period of 30 consecutive days, (vii) the Company or any of its Subsidiaries making or sending notice of a bulk transfer, (viii) the Company or any of its Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law: (i) commencing a voluntary case or proceeding; (ii) consenting to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consenting to the appointment of a Custodian of it or for all or substantially all of its property; (iv) making a general assignment for the benefit of its creditors or (v) admits in writing its inability to pay its debts as the same become due, (ix) a court of competent jurisdiction entering an order or decree under certain other agreements relating to Indebtedness any Bankruptcy Law that: (i) is for relief against the Company or any of its Subsidiaries in an involuntary case, (ii) appoints a Custodian of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in or for all or substantially all of the acceleration property of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant or (iii) orders the liquidation of the Company or any of its Subsidiaries; , and, in each case, such order or decree remains unstayed and in effect for 30 consecutive days, (ixx) except as permitted by the Indentureliquidation, any Note Guarantee shall be held in any judicial proceeding dissolution of winding up of the Company, (xi) the Common Stock ceasing to be unenforceable traded on the Nasdaq SmallCap Market or invalid or shall cease for any reason 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 Note Guaranteethe Nasdaq National Market System. 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 an Investment Majority 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 an Investment Majority 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 a committee of its Responsible Offers 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, or the Notes (other than non-payment principal of amounts that became due solely because of the acceleration of or premium on, the Notes). The Company is required to deliver to the Trustee annually quarterly, 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, or Liquidated Damages, if any, with respect to, Damages on 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 (including in connection with an offer to purchase) or otherwiseA-6 ▇▇ ▇▇▇▇▇▇▇▇▇, whether or not prohibited by Article 10 of the Indenture; (iii▇▇▇) failure ▇▇▇lure by the Company to comply with Section 5.01 4.10 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 60 days after written 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; (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 observe or perform comply with any other covenant covenant, representation, warranty or other agreement in the IndentureIndenture or the Notes; (viv) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturitymaturity and the principal amount of all Indebtedness the maturity of which has been so accelerated aggregates $10.0 million or more; (viivi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ixviii) 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 effect; and (ix) any Gaming License of the Company or any Guarantor of its Restricted Subsidiaries is revoked, terminated or suspended or otherwise ceases to be effective, resulting in the cessation or suspension, for a period of more than 90 days, of operations of any portion of the business of the Company or any Person acting on of its behalf Restricted Subsidiaries that accounted for more than 10% of the Consolidated Cash Flow of the Company for the period of the four consecutive fiscal quarters most recently ended for which internal financial statements are available, provided that any voluntary relinquishment of a Gaming License if such relinquishment is, in the reasonable good faith judgment of the Board of Directors of the Company, evidenced by a resolution of such Board, both desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole, and not disadvantageous in any material respect to the Holders of the Notes shall deny or disaffirm its obligations under such Guarantor's Note Guaranteenot constitute an Event of Default hereunder. 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. Upon such a declaration, such principal and interest shall be due and payable immediately; provided that if upon such declaration there are any amounts outstanding under the New Credit Facility and the amounts thereunder have not been accelerated, such principal and interest shall be due and payable upon the earlier of the time such amounts are accelerated or five Business Days after the receipt by the Company and the Representative under the New Credit Facility of such declaration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, 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, the 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, 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, or Liquidated Damages, if any, with respect to, on the Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in the payment when due of the principal of of, or premium, if any, on on, the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the IndentureMaturity; (iii) failure by the Company to comply with Section 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 (including Additional Notes, if any) , then outstanding voting as a single classto comply with Section 4.6 or 4.7 of the Forty-First Supplemental Indenture; (viv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 60 90 days after notice to the Company by the Trustee or the 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 observe comply with the covenants or perform any other covenant or other agreement warranties in the Indenture; (viv) default under certain other agreements relating to Indebtedness Debt of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, Guarantor which default results in the acceleration of such Indebtedness Debt prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viiivi) certain events of bankruptcy or insolvency with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of its Restricted Subsidiaries that are Guarantors that, taken together, would constitute a Significant SubsidiariesSubsidiary; and (ixvii) except as permitted by with respect to Collateral having a fair market value in excess of $100.0 million, the Indenturesecurity interest created under the Pledge Agreement, any Note Guarantee shall be other Stock Lien Security Document or the Indenture is held in any judicial proceeding to be unenforceable or invalid or shall cease the security interest in the Pledge Agreement ceases for any reason to be in full force and effect for any reason other than in accordance with the terms of the Indenture and the Pledge Agreement and any other Stock Lien Security Document or the Company or any Subsidiary asserts, in any pleading in a judicial proceeding, that any security interest created under the Pledge Agreement, any other Stock Lien Security Document or the Indenture is invalid or unenforceable; and (viii) except as permitted by the Indenture or the Note Guarantees, any Note Guarantee of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary ceases for any reason to be in full force and effect and enforceable or the Company or any Guarantor denies or any Person acting on its behalf shall deny or disaffirm its disaffirms the Guarantor’s obligations under such Guarantor's ’s Note Guarantee. 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 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 immediately 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 an Event of Default relating to the payment of principal or interestinterest or premium) 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 the Holders of all of the Notes Notes, rescind an acceleration or 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 premium on, or the principal of, premium and Liquidated Damages, if any, or interest on, the 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 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, or Liquidated Damages, if any, with respect to, Damages on 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 (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 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 written notice to the Company by the Trustee or the 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 Section 4.07, 4.09, 4.10 or 5.01 of the Indenture; (viv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written 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 observe or perform any comply with certain other covenant or other agreement agreements in the IndentureIndenture or the Notes; (viv) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant 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 the acceleration of such Indebtedness prior to its express stated, final maturity; (viivi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of its Restricted Subsidiaries that are their Significant Subsidiaries; and (ixviii) except as permitted by the Indenture, any Note 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 Note Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Note Guarantor's Note Guarantee. 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, or the principal of, premium and or Liquidated DamagesDamages or premium, if any, or interest on, the Notes (other than non-payment of amounts that became due solely because of the acceleration of 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. (i) default for 30 days in the payment when due of interest on, or Liquidated Damagesand Special Interest, if any, with respect to, on the Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the IndentureNotes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section the provisions of 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 to comply with Sections 4.07for 60 days (or, 4.09. 4.10 or 4.15 in the case of Section 4.03 of the Indenture for a period of 30 days 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 (including Additional Notes, if any) then outstanding voting as a single class; (v) failure by the Company or to comply with 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 observe or perform any other covenant or other agreement agreements in the Indenture; (viv) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default is a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (viivi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments, which judgments for the payment of money that remain undischarged are not paid, discharged or stayed, for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are is a Significant Subsidiaries; Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (ixviii) except as permitted by the Indenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect effect, or any Guarantor Guarantor, or any Person acting on its behalf shall deny of any Guarantor, denies or disaffirm disaffirms its obligations under such Guarantor's its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, 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 of all of the Notes Holders, rescind an acceleration or 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 principal of, premium and Liquidated Damageson, if any, or interest or Special Interest, if any, on, the 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 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, 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 (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 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 principal amount of the Notes (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 observe or perform any other covenant or other agreement in the Indenture; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by the Indenture, any Note 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 Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. 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, the 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, or Liquidated Damages, if any, with respect to, on the Notes, whether or not prohibited by Article 10 of the Indenture; (ii) default in payment when due of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the IndentureNotes; (iii) failure by the Company to comply with Section 5.01 the provisions of Sections 801, 1013 and 1017 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 Subsidiary Guarantor for a period of 30 days after notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single classto comply with any of its other agreements in the Indenture or the Notes; (v) any Subsidiary Guarantee shall for any reason cease to be, or be asserted by the Company or any Subsidiary Guarantor, as applicable, not to be, in full force and effect (except pursuant to the release of any such Subsidiary Guarantee in accordance with the Indenture); (vi) 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 observe or perform any other covenant or other agreement in the Indenture; (vi) default under certain other agreements relating to pay Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant SubsidiariesSubsidiary (other than Non-Recourse Indebtedness or Limited Recourse Indebtedness) when due within the applicable grace period, which default results in the acceleration of such Indebtedness prior to its express maturityexceeds $10 million; (vii) certain final judgments for the payment entry of money that remain undischarged a judgment in an uninsured or underdemnified aggregate amount in excess of $10.0 million, which judgment is not paid or discharged for a period of 60 30 days; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are constitute a Significant Subsidiaries; and (ix) except as permitted by the Indenture, any Note 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 Subsidiary or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guaranteegroup of Subsidiaries that, taken together, would constitute a 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 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 Subsidiary that constitutes a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, 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 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, or the principal of, premium and Liquidated Damages, if any, or interest on, the 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 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, or Liquidated Damages, if any, with respect to, on 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 (including in connection with an offer to purchase) acceleration, required purchase or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company to observe, perform or comply with any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 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 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 (including Additional Notes, if any) then outstanding voting as a single class; (v) failure by 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 its Restricted Subsidiaries for 60 days after notice to 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 by 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 principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in notify the Indenture; (vi) default under certain other agreements relating to Indebtedness Company of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by the Indenture, any Note 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 Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note GuaranteeDefault. 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, or the principal of, premium and Liquidated Damages, if any, or interest on, the 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, or Liquidated Damages, if any, with respect to, on the Notes, whether or not prohibited by Article 10 except, if prior to _____, 2001, default for two days in payment when due of interest on the IndentureNotes; (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 (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply (A) for a period of 30 days with any of the provisions of Section 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 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 (including Additional Notes, if any) then outstanding voting as a single class; (viv) 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 observe or perform any comply with certain other covenant or other agreement agreements in the Indenture, the Notes or the Pledge and Escrow Agreement; (viv) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (viivi) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ixviii) 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, any Note Guarantee 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 judicial proceeding to be unenforceable or invalid or shall cease for any reason 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 Note Guaranteeeffect. 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, or the principal of, premium and Liquidated Damages, if any, or interest on, the 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, or Liquidated Damages, if any, with respect to, on 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 (including in connection with an offer to purchase) acceleration, required purchase or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 5.01 5.01(a) of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor to observe, perform or comply with Sections 4.07, 4.09. 4.10 or 4.15 any of the Indenture other covenants and agreements in the Indenture, the Notes, or the Note Guarantees and such failure to observe, perform or comply continues for a period of 30 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 (including Additional Notes, if any) then outstanding voting as a single class; (v) failure by 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 its such unpaid or accelerated Indebtedness exceeds $25.0 million; (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 $25.0 million and such judgment or order is not discharged, waived, stayed or satisfied for a period of 60 consecutive days; (vii) certain events of bankruptcy, insolvency or reorganization affecting the Company or any Guarantor that is a Significant 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 is held in any judicial proceeding to be unenforceable or invalid or ceases for 60 days after notice any reason to the Company by be in full force and effect, or any Guarantor, or any Person controlling such Guarantor, denies or disaffirms its obligations under its Note Guarantee, and such default continues for a period of 10 days. A Default under clause (v) or (vi) is not an Event of Default until the Trustee or the Holders of at least 2530% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in notify the Indenture; (vi) default under certain other agreements relating to Indebtedness Company of the Company Default; provided that any Default under clause (v) above resulting from a default or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to Indebtedness will not be considered an Event of Default if such default or acceleration is cured or annulled, respectively, within 30 days of the receipt by the Company of such notice of default from the Trustee or any Holders of its Restricted Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by not less than 30% in aggregate principal amount of the IndentureNotes. Subject to the following paragraph, any Note 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 Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If 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 or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium and Liquidated Damages, if any, or interest on, the Notes (other than non-payment of amounts that became due solely because of the acceleration 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 a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or an Event of Default, Default that occurs by reason of a default with respect to deliver to the Trustee a statement specifying such Default or Event of Defaultany redemption provisions contained solely in Additional Notes.

Events of Default include. (i) default for 30 days in the payment when due of interest on, or Liquidated DamagesAdditional Interest, if any, with respect to, on 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 (including in connection with an offer to redemption, upon 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 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 principal amount of the Notes (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 aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any comply with certain other covenant or other agreement agreements in the Indenture; (viv) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or any of its Restricted Subsidiaries that are Significant Subsidiaries, exceeding $10.0 million which default results in in, among other things, the acceleration of such Indebtedness prior to its express maturity; (viivi) certain final judgments for the payment of money in excess of $10.0 million in the aggregate that remain undischarged for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ixviii) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason 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 or any Person acting on denies its behalf shall deny or disaffirm its obligations liability under such Guarantor's Note Guarantee. 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, the 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.or

Events of Default include. (i) default for 30 days in the payment when due of interest on, or (including Liquidated Damages, if any, with respect to, ) on the Notes, whether or not prohibited by Article 10 of the Indenture; (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 (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections Section 4.07, 4.09. 4.10 , 4.10, 4.15, 4.16, 4.22 or 4.15 5.01 of the Indenture which failure remains uncured for a period of 30 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 classdays; (viv) 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 observe or perform comply with any of the other covenant or other agreement agreements in the Indenture; (viv) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results 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; (viivi) certain final judgments against the Company or any of its Restricted Subsidiaries for the payment of money aggregating in excess of $10.0 million that remain undischarged for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ixviii) except as permitted the breach by the IndentureCompany or any Restricted Subsidiary of certain covenants in the Security Agreements, repudiation by the Company or any Note Guarantee 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 or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. 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, the 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.effect; and

Events of Default include. (i) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, on 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 (including in connection with an offer to redemption, upon 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 (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 observe or perform any comply with certain other covenant or other agreement agreements in the IndentureIndenture and the Security Documents; (viv) default under certain other agreements relating to an aggregate amount of Indebtedness of the Company equal to or any of its Restricted Subsidiaries that are Significant Subsidiaries, exceeding $10 million which default results in in, among other things, the acceleration of such Indebtedness prior to its express maturity; (viivi) certain final judgments for the payment of money in excess of $10 million in the aggregate that remain undischarged for a period of 60 days; (viiivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ixviii) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason 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 or any Person acting on denies its behalf shall deny or disaffirm its obligations liability under 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 interest on, premium or the principal of, premium and Liquidated Damages, if any, or interest on, the 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, or Liquidated Damages, if any, Damages with respect to, the NotesNotes which continues for a period of three Business Days, whether or not prohibited by Article 10 of the Indenture; (ii) default in the payment when due of principal of or premium, if any, on the Notes when the same becomes due and payable whether at maturity, by declaration, upon redemption (including in connection with an offer to purchase) or otherwiseotherwise which continues for a period of one Business Day, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with Section 5.01 any of the Indenture; provisions of Sections 4.04(c) or 5.01 or Article 8 of the Indenture or to observe or perform any of the covenants or agreements on the part of the Company contained in the Purchase Agreement, the Registration Rights Agreement or in any other document or certificate of the Company contemplated therein breach of any representation or warranties therein, (iv) failure by to observe or perform any other covenant, representation, warranty or other agreement in this Indenture or the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09. 4.10 or 4.15 of the Indenture Notes for a period of 30 20 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notesan Investment Majority, 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 make any payment in respect of any of their respective Indebtedness (individually or collectively) (provided, if such Indebtedness is not Senior Debt, that such defaulted Indebtedness has an aggregate outstanding principal balance in excess of $500,000) when due or within any applicable grace period or any event or condition shall occur which results in the Company by the Trustee or the Holders of at least 25% in principal amount acceleration of the Notes (including Additional Notesmaturity of any such Indebtedness, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in the Indenture; (vi) default issuance of a final judgment or order (not covered by insurance) for the payment of money shall be entered by a court of competent jurisdiction against the Company or any of its Subsidiaries in excess of $25,000 individually or $75,000 in the aggregate for all such judgments or orders (treating any deductibles, self insurance or retention as not so covered) and such judgment or order continuing unsatisfied, unbonded and unstayed for a period of 30 consecutive days, (vii) the Company r any of its Subsidiaries making or sending notice of a bulk transfer, (viii) the Company or any of its Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law: (i) commencing a voluntary case or proceeding; (ii) consenting to the entry of an order for relief against it in an involuntary case or proceeding; (iii) consenting to the appointment of a Custodian of it or for all or substantially all of its property; (iv) making a general assignment for the benefit of its creditors or (v) admits in writing its inability to pay its debts as the same become due, (ix) a court of competent jurisdiction entering an order or decree under certain other agreements relating to Indebtedness any Bankruptcy Law that: (i) is for relief against the Company or any of its Subsidiaries in an involuntary case, (ii) appoints a Custodian of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, which default results in or for all or substantially all of the acceleration property of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant or (iii) orders the liquidation of the Company or any of its Subsidiaries; , and, in each case, such order or decree remains unstayed and in effect for 30 consecutive days, (ixx) except as permitted by the Indentureliquidation, any Note Guarantee shall be held in any judicial proceeding dissolution of winding up of the Company, (xi) the Common Stock ceasing to be unenforceable traded on the Nasdaq SmallCap Market or invalid or shall cease for any reason 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 Note Guaranteethe Nasdaq National Market System. 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 an Investment Majority 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 an Investment Majority 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 a committee of its Responsible Offers 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, or the Notes (other than non-payment principal of amounts that became due solely because of the acceleration of or premium on, the Notes). The Company is required to deliver to the Trustee annually quarterly, 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, or Liquidated Damages, if any, with respect to, on the Notes, whether or not prohibited by Article 10 of the Indenture; (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 (including in connection with an offer to purchase) or otherwise, whether or not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 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 principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single classto comply with Section 4.07, 4.09 or 4.10 of the Indenture; (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 observe or perform any other covenant covenant, representation, warranty or other agreement in the Indenture, the Security Documents or the Notes; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries, 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 the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged undischarged, unpaid, unrestricted, unbonded or unstayed for a period of 60 days; (viii) (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 Restricted Subsidiaries that are Significant Subsidiaries; and (ixx) except as permitted by the Indenture, any Note Subsidiary Guarantee of a Significant Subsidiary 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 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 Guarantor's Note Insignificant Subsidiaries are held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or such Insignificant Subsidiaries deny or disaffirm their obligations under their Subsidiary Guarantees (other than in accordance with the terms of such Subsidiary Guarantee), if when aggregated and taken as a whole such Insignificant Subsidiaries would meet the definition of a 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, or the principal of, premium and Liquidated Damages, if any, or interest on, the 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.