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 Subordinated 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 (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 Subsidiaries to comply with Sections 4.07, 4.09, 4.10, 4.15 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 comply with any of its other agreements in the Indenture or the Subordinated Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. 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 payable 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 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 the principal of, premiums, if any, or interest on, the Subordinated 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 the Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (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 (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); otherwise, (iii) failure by the Company or any of its Subsidiaries to comply with Sections 4.07Section 4.7, 4.094.9, 4.10, 4.15 and 5.01 of the Indenture (whether 4.12, 4.16 or not prohibited by Article 10 5.1 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 principal amount of the Notes then outstanding to comply with any of its certain other agreements in the Indenture or the Subordinated Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default constitutes a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viii) certain events relating to the failure of any Subsidiary 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 Subordinated Notes may declare all the Subordinated Notes to be due and payable immediatelypayable. 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 an 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, premiums, if any, or interest on, the Subordinated 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)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 Subordinated Notes (whether or not prohibited by Article 10 Notes, except, if prior to _____, 2001, default for two days in payment when due of interest on the Indenture)Notes; (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 maturitypayable, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); otherwise, (iii) failure by the Company or to comply (A) for a period of 30 days with any of its Subsidiaries to comply with Sections 4.07, 4.09, 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 (whether for 30 days after notice to the Company by the Trustee or not prohibited by Article 10 the Holders of at least 25% in aggregate principal amount of the Indenture)Notes then outstanding voting as a single class; (iv) failure by the Company or any of its Subsidiaries for 30 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 any of its certain other agreements in the Indenture Indenture, the Notes or the Subordinated NotesPledge and Escrow Agreement; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; and (viii) the breach of certain representations, warranties or agreements set forth in the Pledge and Escrow Agreement, or a material default by the Company 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 judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect. 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 payable immediatelypayable. 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 an 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, premiums, if any, or interest on, the Subordinated 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)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 Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Senior Notes; (ii) default in payment when due of the principal of or premium, or Liquidated Damages, if any, on the Subordinated Senior 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); otherwise, (iii) failure by the Company or any of its Subsidiaries to comply with Sections Section 4.07, 4.09, 4.10, 4.15 and 4.10 or 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 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Senior Notes (including Additional Senior Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture or the Subordinated Senior Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default (a) is caused by a failure to pay principal or of premium, if any, on interest of such Indebtedness prior to the expiration of the grace period in such Indebtedness on the date of such default (a "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturitymaturity and, in each case, the principal amount of any such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5 million or more; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; and (vii) 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 Subordinated Senior Notes may declare all the Subordinated Senior Notes to be due and payable immediatelypayable. 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 Senior 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 Senior Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Subordinated Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Subordinated Senior 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 Senior 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 Senior Notes waive an 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, premiums, if any, or interest on, the Subordinated 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)Senior 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 Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (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 (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); otherwise, (iii) failure by the Company or any of its Subsidiaries to comply with Sections 4.07, 4.09, 4.10, 4.15 and the provisions of Section 5.01 of the Indenture, the failure by the Company to make or consummate a Change of Control Offer in accordance with the provisions of Section 4.14 of the Indenture (whether or not prohibited by Article 10 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 Subsidiaries Restricted Subsidiaries, for 30 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount at maturity of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture Indenture, the Notes, the Security Agreements or the Subordinated NotesIntercreditor Agreements; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; and (viii) the Security Agreements or the Intercreditor 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. 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 Subordinated Notes may declare all the Subordinated Accreted Value of the Notes to be due and payable immediatelypayable. 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 Accreted Value 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 at maturity 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 at maturity 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 an 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, premiums, if any, or interest on, the Subordinated 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)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 Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (ii) default in payment when due of the principal of of, or premium, or Liquidated Damages, if any, on the Subordinated 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); otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09, 4.10, Section 4.15 and or 5.01 of the Indenture (whether or not prohibited by Article 10 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 principal amount of the Notes then outstanding to 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 then outstanding to observe or perform any other agreements covenant, representation, warranty or other agreement in the Indenture Indenture, the Security Documents or the Subordinated Notes; (vvi) default under certain other agreements relating to Indebtedness of the Company 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; (vivii) certain final judgments for the payment of money that remain undischarged undischarged, unpaid, unrestricted, unbonded or unstayed for a period of 45 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, (viiy) 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 (x) except as permitted by the Indenture, any 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 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 Subordinated Notes may declare all the Subordinated Notes to be due and payable immediatelypayable. 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 an 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, premiums, if any, or interest on, the Subordinated 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)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 Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (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 (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); otherwise, (iii) failure by the Company or any of its Subsidiaries to comply with Sections 4.07Section 4.7, 4.094.9, 4.10, 4.15 and 4.12, 4.16, 4.17, 4.18 or 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 principal amount of the Notes then outstanding to comply with any of its certain other agreements in the Indenture or the Subordinated Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default constitutes a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. 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 payable immediatelypayable. 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 an 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, premiums, if any, or interest on, the Subordinated 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)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 Subordinated 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 (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 Subsidiaries to comply with Sections 4.07, 4.09, 4.10, 4.15 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 comply with any of its other agreements in the Indenture or the Subordinated Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. 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 payable 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 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 the principal of, premiums, if any, or interest on, the Subordinated 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 or Liquidated Damages, if any, on the Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (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 (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); otherwise, (iii) failure by the Company or any of its Subsidiaries to comply with Sections 4.07, 4.09, Section 4.10, 4.15 and or 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 (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture or Indenture, the Subordinated Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (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 (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 Subordinated Notes may declare all the Subordinated Notes to be due and payable immediatelypayable. 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 an 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, or the principal of, premiums, if any, or interest on, the Subordinated 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)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 Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (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 (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture)Notes; (iii) failure by the Company or any of its Subsidiaries Issuer to comply with Sections 4.07, 4.09, Section 4.10, 4.15 and or 5.01 of the Indenture (whether or unless such provisions are not prohibited by Article 10 at the time applicable pursuant to Section 4.18 of the Indenture); (iv) failure for 30 days by the Company Issuer to comply with Section 4.07 or any 4.09 of its Subsidiaries the Indenture (unless such provisions are not at the time applicable pursuant to Section 4.18 of the Indenture); (v) failure by the Issuer for 30 60 days after notice to the Issuer 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 any of its certain other agreements in the Indenture or the Subordinated NotesPledge Agreement (expect as provided in (x) below); (vvi) default under certain other agreements relating to Indebtedness of the Company Issuer which default results in the acceleration of such Indebtedness prior to its express maturity; (vivii) certain final judgments for the payment of money that remain undischarged for a period of 45 60 days; and (vii) the Issuer shall fail to place the amount contemplated in the Escrow Agreement into the Escrow Account on December 13, 2001; or ISP shall fail to retire the 2003 Notes on or prior to maturity (ix) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its Significant Restricted Subsidiaries; and (x) (a) the repudiation by the Issuer of its obligations under the Pledge Agreement or (b) the unenforceability of the Pledge Agreement with respect to the validity, priority or perfection of the lien created thereby (whether through the unenforceability of the Pledge Agreement or otherwise). 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 payable immediatelypayable. 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 an 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, premiums, if any, or interest on, the Subordinated 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)Notes. The Company Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Issuer 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 (including Liquidated Damages) on the Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (ii) default in payment when due of the principal of of, or premium, or Liquidated Damages, if any, on the Subordinated 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); otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections Section 4.07, 4.09, 4.10, 4.15 and 4.15, 4.16, 4.22 or 5.01 of the Indenture (whether or not prohibited by Article 10 of the Indenture)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 principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its the other agreements in the Indenture or the Subordinated NotesIndenture; (v) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted 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; (vi) 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 45 60 days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If ; (viii) the breach by the Company or any Event Restricted Subsidiary of Default occurs and is continuingcertain covenants in the Security Agreements, repudiation by the Trustee Company or any Restricted Subsidiary of any obligations under the Security Agreements or the Holders of at least 25% Security Agreements shall be held in principal amount of the then outstanding Subordinated Notes may declare all the Subordinated Notes any judicial proceeding to be due unenforceable or invalid or shall cease for any reason to be in full force and payable 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 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 the principal of, premiums, if any, or interest on, the Subordinated 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.effect; and

Events of Default include. (i) default for 30 days in the payment when due of interest on the Subordinated Notes (whether or not prohibited by Article 10 the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, or Liquidated Damages, if any, on the Subordinated Notes (whether or not prohibited by the subordination provisions of the Indenture) 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); otherwise, (iii) failure by the Company or any of its Subsidiaries 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 Sections Section 4.07, 4.09, 4.10, 4.15 and or 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 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 to comply with any of its certain other agreements in the Indenture or the Subordinated Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results 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 that remain undischarged for a period of 45 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 (viiviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries. 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 payable immediatelypayable. 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 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 the principal of, premiums, if any, or interest on, the Subordinated 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.all

Events of Default include. (i) default for 30 days in the payment when due of interest or Liquidated Damages on the Subordinated Notes (whether or not prohibited by Article 10 of the Indenture)Notes; (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 (including in connection with an offer to purchase) or otherwise (whether or not prohibited by Article 10 of the Indenture); otherwise, (iii) failure by the Company or any of its Subsidiaries to comply with Sections Section 4.07, 4.09, 4.10, 4.15 and or 5.01 of the Indenture (whether or not prohibited by Article 10 of the Indenture), which failure remains uncured for 30 days; (iv) failure by the Company or any of its Subsidiaries for 30 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 comply with any of its certain other agreements in the Indenture Indenture, the Notes or the Subordinated NotesPledge Agreement; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 45 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 (viiviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. 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 payable immediatelypayable. 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 an 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, premiums, if any, or interest on, the Subordinated 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)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.