Common use of Event of Default Defined; Acceleration of Maturity; Waiver of Default Clause in Contracts

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture the following events are “Events of Default” thereunder and hereunder: (a) Default shall be made by the Issuer in the payment of principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date when the same is due and payable; or (b) Default shall be made in the due performance or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholder; or (c) The Issuer shall be involved in financial difficulties as evidenced: (i) by the Issuer filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a substantial part of the property of the Issuer or approving as filed in good faith a petition filed against the Issuer under said Bankruptcy Code (in both cases without the consent of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) days; or (v) By the Issuer admitting in writing its inability to pay its debts as such debts become due; or (d) Issuer shall be terminated, dissolved or liquidated (as a matter of law or otherwise) or proceedings shall be commenced by the Issuer or by any person seeking the termination, dissolution or liquidation of the Issuer. If any one or more Events of Default described in this Section 6.01 shall occur and be continuing, then the applicable Securityholder may, at such Securityholder’s option and by written notice to the Issuer, the Trustee and the other Securityholders, declare the unpaid balance of the Securities owing to said Securityholder to be forthwith due and payable and thereupon such balance shall become so due and payable without presentation, protest or further demand or notice of intent to accelerate or other notice of any kind, all of which are expressly waived by the Issuer.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are (“Events of Default” thereunder ”) (whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and hereunderbe continuing: (a) Default shall be made by the Issuer in the payment of principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date when the same is due and payable; ora Payment Default; (b) Default shall be made in the due performance a Senior Acceleration Event or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholder; oran Other Acceleration Event; (c) The the Issuer shall be involved permit or suffer to exist the entry of a decree or order for relief, entered by a court of competent jurisdiction, in financial difficulties as evidenced: (i) by respect of the Issuer filing in an involuntary case under any applicable bankruptcy, insolvency or other similar law relating to or affecting creditors’ rights generally now or hereafter in effect, or appointing a petition in bankruptcy receiver, liquidator, custodian, trustee, sequestrator (or similar official) of the Issuer or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like affairs of the Issuer or of all any such case or any substantial part of its assets, or (iii) similar relief in respect of proceeding shall have been commenced against the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up seeking such a decree or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing order which remains unstayed and in effect, effect or has not been dismissed for a period of sixty (60) 90 days; or (v) By the Issuer admitting in writing its inability to pay its debts as such debts become due; or (d) the Issuer shall be terminatedcommence a voluntary case under any applicable bankruptcy, dissolved insolvency or liquidated other similar law relating to or affecting creditors’ rights generally now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, custodian, trustee, sequestrator (as a matter or similar official) of law or otherwise) or proceedings shall be commenced by the Issuer or by for any person seeking the termination, dissolution or liquidation substantial part of the Issuer. If property of the Issuer or the Issuer shall make any one or more Events general assignment for the benefit of creditors; then, and in each and every such case, other than an Event of Default described in clauses (a) and (b) above, the aggregate outstanding principal amount of this Section 6.01 Note, together with accrued and unpaid interest thereon, shall occur become and be continuingimmediately due and payable without any declaration, then presentment, demand, protest, notice of default, notice of acceleration or other act on the applicable Securityholder maypart of the Holder, at such Securityholder’s option and by written notice all of which are hereby expressly waived. Subject to Section 4 hereof, upon the occurrence of an Event of Default described in clauses (a) or (b), the Holder of this Note may (in addition to any other right, power or remedy permitted to the Issuer, the Trustee and the other Securityholders, Holder by law) declare the unpaid balance entire aggregate outstanding principal amount of the Securities owing to said Securityholder to be forthwith this Note due and payable and the same, together with any accrued and unpaid interest thereon, shall thereupon such balance shall become so forthwith due and payable payable, without presentationany presentment, protest or further demand or demand, protest, notice of intent to accelerate default, notice of acceleration or other notice notices of any kind, all of which are hereby expressly waived by the Issuerwaived.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “Events ("EVENTS OF DEFAULT") (whatever the reason for such Event of Default” thereunder Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) Default shall be made by the Issuer default in the payment of principal of or any interest on upon any Security after five (5) days’ written notice from of the applicable Securityholder following the date Notes as and when the same is shall become due and payable, and continuance of such default for a period of three days; or (b) default in the payment of all or any part of the principal of any of the Notes as and when the same shall become due and payable; or (bc) Default shall be made failure on the part of the Issuer duly to observe or perform any other of the covenants or agreements on the part of the Issuer contained in the due performance or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued Notes for a period of thirty (30) 15 days after the date on which written notice thereof specifying such failure, stating that such notice is a "NOTICE OF DEFAULT" hereunder and demanding that the Issuer remedy the same, shall have been given by registered or certified mail, return receipt requested, to the Issuer from the applicable SecurityholderIssuer; or (cd) The any acceleration of the maturity of any Debt of the Issuer or any of its subsidiaries having a principal amount greater than $1,000,000; or (e) a final and non-appealable judgment or order (not covered by insurance) for the payment of money shall be involved rendered against the Issuer or any of its subsidiaries in financial difficulties excess of $1,000,000 in the aggregate for all such judgments or orders (treating any deductibles, self insurance or retention as evidenced:not so covered), and such judgment or order shall continue unsatisfied for a period of 60 days; or (if) by a court having jurisdiction shall enter a decree or order for relief in respect of the Issuer filing in an involuntary case under applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a petition in bankruptcy receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent affairs of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding decree or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing order shall remain unstayed and in effect, effect for a period of sixty (60) 60 consecutive days; or (vg) By the Issuer admitting shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in writing its inability effect, or consent to pay its debts as the entry of an order for relief in an involuntary case under any such debts become duelaw, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of the property of the Issuer, or the Issuer shall make any general assignment for the benefit of creditors; or (dh) the consummation of the consolidation or merger of the Issuer shall into or with any other entity or entities which results in the exchange of outstanding shares of the Issuer for securities or other consideration issued or paid or caused to be terminated, dissolved issued or liquidated paid by any such entity or Affiliate thereof (as other than (x) a matter merger solely for the purpose of law reincorporating the Issuer in a different jurisdiction or otherwise(y) a consolidation or proceedings shall be commenced merger in which the Issuer is the surviving entity and in which the Issuer's Capital Stock outstanding immediately prior to such merger or consolidation are exchanged or converted into or constitute more than 50% of the Issuer's voting power after such consolidation or merger); (ii) the sale or transfer by the Issuer of all or by any substantially all of its assets otherwise than to one or more Subsidiaries; or (iii) a transaction or series of transactions in which a person seeking or group of persons (as defined in Rule 13d-5(b)1) of the terminationExchange Act), dissolution or liquidation acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the voting power of the Issuer. If any one or more Events ; then, and in each and every such case (other than an Event of Default described specified in this Section 6.01 shall occur and be continuingSections 5.1(f), 5.1(g) or 5.1(h) hereof), the Holders of at least a majority in aggregate principal amount of the Notes then the applicable Securityholder mayoutstanding, at such Securityholder’s option and by written notice in writing to the IssuerIssuer (the "ACCELERATION NOTICE"), may declare the Trustee entire principal amount of the Notes and the other Securityholders, declare the unpaid balance of the Securities owing to said Securityholder interest accrued thereon to be forthwith due and payable immediately, and thereupon upon any such balance declaration the same shall become so immediately due and payable without presentation, protest or further demand or notice payable; PROVIDED that if an Event of intent to accelerate or other notice of any kind, all of which are expressly waived by the Issuer.Default specified in Section 5.1(f),

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “Events (each an "Event of Default” thereunder ") (whatever the reason for such Event of Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) Default shall be made by the Issuer default in the payment of principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date this Debenture when the same is becomes due and payablepayable and the default continues for a period of 10 days; or (b) Default shall be made default in the payment of all or any part of the principal of this Debenture when the same becomes due performance or observance of any other material covenantand payable at maturity, agreement or provision hereinupon redemption, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholderotherwise; or (c) The failure on the part of Issuer duly to observe or perform any other of the agreements or covenants on the part of Issuer contained in this Debenture (other than those covered by clauses (a) and (b) above) for a period of 10 days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that Issuer remedy the same, shall be involved in financial difficulties have been given by facsimile, registered or certified mail, return receipt requested, to Issuer; or (d) Issuer pursuant to or within the meaning of any U.S. Bankruptcy Law (as evidenced:hereinafter defined): (i) by the Issuer filing commences a petition in bankruptcy voluntary case or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided;proceeding, (ii) By consents to the Issuer making entry of an order for relief against it in an involuntary case or proceeding, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes 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; or (e) a court of competent jurisdiction enters an order or decree under any U.S. Bankruptcy Law that: (i) is for relief against Issuer in an involuntary case, (ii) appoints a Custodian of Issuer or for all or substantially all of the property of Issuer, or (iii) By orders the Issuer consenting liquidation of Issuer, and such order or decree remains unstayed and in effect for 60 days; or (f) if, at any time after the date hereof, this Debenture ceases to be in full force and effect or if this Debenture is declared by a court to be null and void or the appointment of a receiver enforceability or trustee for all or a substantial part of the property of validity thereof is contested by the Issuer or approving as filed in good faith a petition filed against the Issuer denies in writing that it has any or further liability under said Bankruptcy Code this Debenture; or (in both cases without the consent g) if any event of default occurs under any other Debt (as hereinafter defined); or (h) if any proceeding is commenced against or affecting the Issuer);: (ivA) By the commencement of seeking to adjudicate it a proceeding bankrupt or caseinsolvent, without the application or consent of the Issueror (B) seeking liquidation, in any court of competent jurisdictiondissolution, seeking (i) its liquidationwinding up, reorganization, dissolution arrangement, adjustment, protection, relief or winding-up, composition of it or the composition or readjustment any of its debts, (ii) the appointment of property or debts or making a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in proposal with respect of the Issuer to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws (including, without limitation, any application under the U.S. Bankruptcy Law, or with respect to reorganization, winding-up arrangement or composition compromise of debt, under the laws of the jurisdiction of incorporation of the Issuer, or (C) seeking appointment of a receiver, trustee, custodian or adjustment other similar official for it or for all or any part of debtsthe undertaking, property and assets of the Issuer and such proceeding or case set forth is not being contested in (i)good faith by appropriate proceedings or, (ii)if so contested remains outstanding, or (iii) above continues undismissed or uncontrovertedand unstayed more than 60 days from the institution of such first mentioned proceeding; provided however, or that notwithstanding any such 60 day period shall not have elapsed, an orderEvent of Default shall be deemed to have occurred if such proceeding remains outstanding and, judgment or decree approving or ordering after the date of commencement of such proceeding, the Issuer does not meet its payroll for any of the foregoing being entered and continuing unstayed and in effect, for a pay period of sixty (60) daysarising during such 60 day period; or (vi) By if a receiver or other custodian (interim or permanent) of the assets of the Issuer admitting in writing or any part thereof is appointed by private instrument or by court order, if any execution, sequestration, extent or other process of any court becomes enforceable against the Issuer or the assets of the Issuer or any part thereof, or if distress or analogous process is made against the assets of the Issuer or any part thereof; or (j) if any mortgage, charge, lien, security interest or other encumbrance affecting any real or personal property of the Issuer becomes enforceable; or (k) the Issuer admits its inability to pay its debts generally as such debts they become duedue or otherwise acknowledges its insolvency; or (dl) Issuer shall be terminated, dissolved or liquidated if (as a matter of law or otherwisei) or proceedings shall be commenced upon the election by the Issuer to redeem this Debenture subsequent to March 7, 2001 and prior to the Maturity Date pursuant to Section 5.3 hereof and the election by the Holder to convert this Debenture prior to the Redemption Date applicable to such redemption in accordance with Section 5.1 hereof or by any person seeking (ii) upon the terminationconversion of this Debenture on the Maturity Date pursuant to Section 5.6 hereof, dissolution or liquidation of the Issuer. If any one or more Events Issuer fails to issue to the Holder freely tradeable securities as required pursuant to Section 5.1(f) hereof, then, in each case where an Event of Default described occurs, Holder, by notice in this Section 6.01 shall occur and be continuing, then the applicable Securityholder may, at such Securityholder’s option and by written notice writing to the Issuer, the Trustee and the other Securityholders, may declare the aggregate Debenture Amount plus all accrued and unpaid balance of the Securities interest owing to said Securityholder thereon to be forthwith due and payable immediately, and thereupon upon any such balance declaration the same shall become so immediately due and payable; provided that if an Event of Default specified in clause (d), (e), (f), (g), (h), (i), (j) or (k) of this Section 3.1 occurs, the Debenture Amount plus all accrued and unpaid interest thereon shall become and be immediately due and payable without presentation, protest any declaration or further demand or other act on the part of Holder. If an Event of Default specified in clause (f) of this Section 3.1 occurs and is not cured within 20 days after the Issuer receives a notice of intent such Event of Default from the Issuer, then the Holder shall be entitled, at any time thereafter, to accelerate or other deliver a notice of any kind, to the Issuer notifying the Issuer that the Debenture Amount then outstanding plus all of which are expressly waived accrued and unpaid interest is due and payable within 10 Business Days after the receipt by the IssuerIssuer of such notice.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “("Events of Default” thereunder ") (whatever the reason for such Event of Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) Default shall be made by the Issuer default in the payment of principal of or any interest on upon any Security after five (5) days’ written notice from of the applicable Securityholder following the date Notes as and when the same is shall become due and payable, and continuance of such default for a period of three days; or (b) default in the payment of all or any part of the principal of any of the Notes as and when the same shall become due and payable; or (bc) Default shall be made failure on the part of the Issuer duly to observe or perform any other of the covenants or agreements on the part of the Issuer contained in the due performance or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued Notes for a period of thirty (30) 15 days after the date on which written notice thereof specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Issuer remedy the same, shall have been given by registered or certified mail, return receipt requested, to the Issuer from the applicable SecurityholderIssuer; or (cd) The any acceleration of the maturity of any Debt of the Issuer or any of its subsidiaries having a principal amount greater than $1,000,000; or (e) a final and non-appealable judgment or order (not covered by insurance) for the payment of money shall be involved rendered against the Issuer or any of its subsidiaries in financial difficulties excess of $1,000,000 in the aggregate for all such judgments or orders (treating any deductibles, self insurance or retention as evidenced:not so covered), and such judgment or order shall continue unsatisfied for a period of 60 days; or (if) by a court having jurisdiction shall enter a decree or order for relief in respect of the Issuer filing in an involuntary case under applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a petition in bankruptcy receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent affairs of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding decree or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing order shall remain unstayed and in effect, effect for a period of sixty (60) 60 consecutive days; or (vg) By the Issuer admitting shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in writing its inability effect, or consent to pay its debts as the entry of an order for relief in an involuntary case under any such debts become duelaw, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of the property of the Issuer, or the Issuer shall make any general assignment for the benefit of creditors; or (dh) the consummation of the consolidation or merger of the Issuer shall into or with any other entity or entities which results in the exchange of outstanding shares of the Issuer for securities or other consideration issued or paid or caused to be terminated, dissolved issued or liquidated paid by any such entity or Affiliate thereof (as other than (x) a matter merger solely for the purpose of law reincorporating the Issuer in a different jurisdiction or otherwise(y) a consolidation or proceedings shall be commenced merger in which the Issuer is the surviving entity and in which the Issuer's Capital Stock outstanding immediately prior to such merger or consolidation are exchanged or converted into or constitute more than 50% of the Issuer's voting power after such consolidation or merger); (ii) the sale or transfer by the Issuer of all or by any substantially all of its assets otherwise than to one or more Subsidiaries; or (iii) a transaction or series of transactions in which a person seeking or group of persons (as defined in Rule 13d-5(b)1) of the terminationExchange Act), dissolution or liquidation acquires beneficial ownership (as determined in accordance with Rule 13d-3 of the Exchange Act) of more than 50% of the voting power of the Issuer. If any one or more Events ; then, and in each and every such case (other than an Event of Default described specified in this Section 6.01 shall occur and be continuingSections 4.1(f), 4.1(g) or 4.1(h) hereof), the Holders of at least a majority in aggregate principal amount of the Notes then the applicable Securityholder mayoutstanding, at such Securityholder’s option and by written notice in writing to the IssuerIssuer (the "Acceleration Notice"), may declare the Trustee entire principal amount of the Notes and the other Securityholders, declare the unpaid balance of the Securities owing to said Securityholder interest accrued thereon to be forthwith due and payable immediately, and thereupon upon any such balance declaration the same shall become so immediately due and payable without presentation, protest or further demand or notice payable; provided that if an Event of intent to accelerate or other notice of any kind, all of which are expressly waived by the Issuer.Default specified in Section 4.1(f),

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “Events (each an "Event of Default” thereunder ") (whatever the reason for such Event of Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) Default shall be made by the Issuer default in the payment of principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date this Debenture when the same is becomes due and payablepayable and the default continues for a period of 30 days; or (b) Default shall be made default in the payment of all or any part of the principal of this Debenture when the same becomes due performance or observance of any other material covenantand payable at maturity, agreement or provision hereinupon redemption, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholderotherwise; or (c) The failure on the part of Issuer duly to observe or perform any other of the agreements on the part of Issuer contained in this Debenture (other than those covered by clauses (a) and (b) above) for a period of 30 days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that Issuer remedy the same, shall be involved in financial difficulties as evidencedhave been given by registered or certified mail, return receipt requested, to Issuer; or (d) Issuer pursuant to or within the meaning of any U.S. Bankruptcy Law: (i) by the Issuer filing commences a petition in bankruptcy voluntary case or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided;proceeding, (ii) By consents to the Issuer making entry of an order for relief against it in an involuntary case or proceeding, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a substantial part of the property of the Issuer or approving as filed in good faith a petition filed against the Issuer under said Bankruptcy Code (in both cases without the consent of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) days; or (v) By the Issuer admitting admits in writing its inability to pay its debts as such debts the same become due; or (de) a court of competent jurisdiction enters an order or decree under any U.S. Bankruptcy Law that: (i) is for relief against Issuer shall be terminated, dissolved or liquidated in an involuntary case, (as ii) appoints a matter Custodian of law or otherwise) or proceedings shall be commenced by the Issuer or by any person seeking for all or substantially all of the terminationproperty of Issuer, dissolution or or (iii) orders the liquidation of the Issuer. If any one , and such order or more Events decree remains unstayed and in effect for 60 days; then, in each case where an Event of Default described occurs, Holder, by notice in this Section 6.01 shall occur and be continuing, then the applicable Securityholder may, at such Securityholder’s option and by written notice writing to the Issuer, the Trustee and the other Securityholders, may declare the unpaid balance of the Securities owing to said Securityholder aggregate Debenture Amount to be forthwith due and payable immediately, and thereupon upon any such balance declaration the same shall become so immediately due and payable; provided that if an Event of Default specified in clause (d) or (e) of this Section 3.1 occurs, the Debenture Amount shall become and be immediately due and payable without presentation, protest or further demand or notice of intent to accelerate any declaration or other notice act on the part of any kind, all of which are expressly waived by the IssuerHolder.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “Events of Default” thereunder Default (whatever the reason for such Event of Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing, that is to say: (a) Default shall be made by the Issuer default in the payment of principal any installment of or interest upon any interest on any Security after five (5) days’ written notice from of the applicable Securityholder following the date Securities as and when the same is shall become due and payable, and continuance of such default for a period of 30 days; or (b) Default shall be made default in the due performance payment of all or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as part of the date principal on any of the Securities as and when madethe same shall become due and payable either at maturity, and such default by declaration or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholderotherwise; or (c) The failure on the part of the Issuer duly to observe or perform any other of the covenants or agreements on the part of the Issuer contained in the Securities or in this Indenture for a period of 60 days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Issuer remedy the same, shall have been given by registered or certified mail, return receipt requested, to the Issuer by the Trustee, or to the Issuer and the Trustee by the holders of at least 25% in aggregate principal amount of the Securities at the time outstanding; or (d) [INTENTIONALLY DELETED] (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Issuer shall be involved commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in financial difficulties as evidenced: effect, or consent to the entry of an order for relief in an involuntary case under any such law or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (ior similar official) by of the Issuer filing a petition in bankruptcy or for reorganization any substantial part of its property, or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a make any general assignment for the benefit of its creditors; (iii) By . Then, and in each and every such case, unless the principal of all of the Securities shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities then outstanding hereunder, by notice in writing to the Issuer consenting (and to the appointment Trustee if given by Securityholders), may declare the entire principal of a receiver or trustee for all or a substantial part the Securities and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. This provision, however, is subject to the condition that if, at any time after the principal of the property of the Issuer or approving as filed in good faith a petition filed against the Issuer under said Bankruptcy Code (in both cases without the consent of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debtsSecurities shall have been so declared due and payable, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, before any judgment or decree approving or ordering any for the payment of the foregoing being moneys due shall have been obtained or entered and continuing unstayed and in effectas hereinafter provided, for a period of sixty (60) days; or (v) By the Issuer admitting in writing its inability shall pay or shall deposit with the Trustee a sum sufficient to pay its debts all matured installments of interest upon all the Securities and the principal of any and all Securities which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as the rate of interest specified in the Securities, to the date of such debts become due; or (dpayment or deposit) Issuer shall be terminated, dissolved or liquidated (as a matter of law or otherwise) or proceedings shall be commenced by the Issuer or by and if any person seeking the termination, dissolution or liquidation of the Issuer. If any one or more and all Events of Default described under the Indenture, other than the non-payment of the principal of Securities which shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein--then and in this Section 6.01 shall occur and be continuingevery such case the holders of a majority in the aggregate principal amount of the Securities then outstanding, then the applicable Securityholder may, at such Securityholder’s option and by written notice to the IssuerIssuer and to the Trustee, the Trustee may waive all defaults and the other Securityholdersrescind and annul such declaration and its consequences, declare the unpaid balance of the Securities owing but no such waiver or rescission and annulment shall extend to said Securityholder to be forthwith due and payable and thereupon such balance or shall become so due and payable without presentation, protest affect any subsequent default or further demand or notice of intent to accelerate or other notice of shall impair any kind, all of which are expressly waived by the Issuerright consequent thereon.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are (“Events of Default” thereunder ”) (whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and hereunderbe continuing: (a) Default shall be made by the Issuer in the payment of principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date when the same is due and payable; ora Payment Default; (b) Default shall be made in the due performance a Senior Acceleration Event or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholder; oran Other Acceleration Event; (c) The the Issuer shall be involved permit or suffer to exist the entry of a decree or order for relief, entered by a court of competent jurisdiction, in financial difficulties as evidenced: (i) by respect of the Issuer filing in an involuntary case under any applicable bankruptcy, insolvency or other similar law relating to or affecting creditors’ rights generally now or hereafter in effect, or appointing a petition in bankruptcy receiver, liquidator, custodian, trustee, sequestrator (or similar official) of the Issuer or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like affairs of the Issuer or of all any such case or any substantial part of its assets, or (iii) similar relief in respect of proceeding shall have been commenced against the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up seeking such a decree or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing order which remains unstayed and in effect, effect or has not been dismissed for a period of sixty (60) 90 days; or (v) By the Issuer admitting in writing its inability to pay its debts as such debts become due; or (d) the Issuer shall be terminatedcommence a voluntary case under any applicable bankruptcy, dissolved insolvency or liquidated other similar law relating to or affecting creditors’ rights generally now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, custodian, trustee, sequestrator (as a matter or similar official) of law or otherwise) or proceedings shall be commenced by the Issuer or by for any person seeking the termination, dissolution or liquidation substantial part of the Issuer. If property of the Issuer or the Issuer shall make any one or more Events general assignment for the benefit of creditors; then, and in each and every such case, other than an Event of Default described in clauses (a) or (b) above, the aggregate outstanding principal amount of this Section 6.01 Note, together with any accrued and unpaid interest thereon, shall occur become and be continuingimmediately due and payable without any declaration, then presentment, demand, protest, notice of default, notice of acceleration or other act on the applicable Securityholder maypart of the Holder, at such Securityholder’s option and by written notice all of which are hereby expressly waived. Subject to Section 4 hereof, upon the occurrence of an Event of Default described in clauses (a) or (b), the Holder of this Note may (in addition to any other right, power or remedy permitted to the Issuer, the Trustee and the other Securityholders, Holder by law) declare the unpaid balance entire aggregate outstanding principal amount of the Securities owing to said Securityholder to be forthwith this Note due and payable and the same, together with any accrued and unpaid interest thereon, shall thereupon such balance shall become so forthwith due and payable payable, without presentationany presentment, protest or further demand or demand, protest, notice of intent to accelerate default, notice of acceleration or other notice notices of any kind, all of which are hereby expressly waived by the Issuerwaived.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “("Events of Default” thereunder ") (whatever the reason for such Event of Default and hereunder: (a) Default shall be made whether it is voluntary or involuntary or is effected by the Issuer in the payment operation of principal law or pursuant to any judgment, decree or order of any court or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date when the same is due and payable; or (b) Default shall be made in the due performance order, rule or observance regulation of any other material covenant, agreement administrative or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach governmental body) shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholder; or (c) The Issuer shall occurred and be involved in financial difficulties as evidencedcontinuing: (i) by default in payment when due of principal or premium on any Note in accordance with the Issuer filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided;terms hereof; or (ii) By default in the Issuer making payment when due of interest on any Note in accordance with the terms hereof, which default continues for a general assignment for period of 10 calendar days after the benefit due date of its creditors;such payment; or (iii) By a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer consenting to in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the appointment of a receiver Issuer or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without winding up or liquidation of the consent affairs of the Issuer);, and such decree or order shall remain unstayed and in effect for a period of 60 days; or (iv) By the commencement of Issuer shall commence a proceeding voluntary case under any applicable bankruptcy, insolvency or caseother similar law now or hereafter in effect, without the application or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for any substantial part of the property of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment Issuer shall make any general assignment for the benefit of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the Issuer or of all or any substantial part of its assets, or (iii) similar relief in respect of the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) dayscreditors; or (v) By an event of default occurs under any Senior Debt, which results in the Issuer admitting in writing acceleration of such indebtedness prior to its inability express maturity, and the principal amount of any such indebtedness, together with the principal amount of any other indebtedness of which the maturity has been so accelerated, aggregates to pay its debts as such debts become due$5.0 million or more; or (dvi) the Issuer shall fail to perform its obligations under the Registration Rights Agreement and such failure continues for the lesser of (i) 30 calendar days or (ii) 5 days after a registration statement is to be terminated, dissolved or liquidated (as a matter of law or otherwise) or proceedings shall be commenced filed by the Issuer or the effective date of a registration statement, as applicable, in either case after notice thereof by any person seeking the termination, dissolution or liquidation holders of a majority in principal amount of the Issuer. If any one or more Events Notes; then, and in each and every such case, the holders of Default described a majority in this Section 6.01 shall occur and be continuingprincipal amount of the Notes, then the applicable Securityholder may, at such Securityholder’s option and by written notice in writing to the Issuer, the Trustee and the other Securityholders, may declare the unpaid balance aggregate outstanding principal amount of the Securities owing to said Securityholder Notes, together with accrued interest thereon, to be forthwith due and payable immediately, and thereupon upon any such balance declaration the same shall become so immediately due and payable without presentationpayable. In such event, protest or further demand or the Issuer shall pay each holder of a Note the Prepayment Price for such Note, together with accrued interest thereon, and the Prepayment Notice Date for purposes of calculating the Prepayment Price will be deemed to be the date of such notice of intent to accelerate or other notice of any kind, all of which are expressly waived by the Issuer.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are (“Events of Default” thereunder ”) (whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and hereunderbe continuing: (a) Default shall be made by the Issuer in the payment of principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date when the same is due and payable; ora Payment Default; (b) Default shall be made in a breach by the due performance or observance Issuer of any other material covenant, agreement covenant contained in Section 3 hereof or provision herein, or in any Security to be performed or observed the occurrence of an Event of Default by Issuer under the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as of the date when made, and such default or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholder; orSubordinated Debt Subordination Agreement; (c) The Issuer shall be involved in financial difficulties as evidenced: (i) by the Issuer filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) Senior Acceleration Event or an admission seeking the relief therein providedOther Acceleration Event; (iid) By the Issuer making shall permit or suffer to exist the entry of a general assignment decree or order for the benefit relief, entered by a court of its creditors; (iii) By competent jurisdiction, in respect of the Issuer consenting in an involuntary case under any applicable bankruptcy, insolvency, or other similar law relating to or affecting creditors’ rights generally now or hereafter in effect, or appointing a receiver, liquidator, custodian, trustee, sequestrator (or similar official) of the appointment of a receiver Issuer or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like affairs of the Issuer or of all any such case or any substantial part of its assets, or (iii) similar relief in respect of proceeding shall have been commenced against the Issuer under any law relating to bankruptcy, insolvency, reorganization, winding-up seeking such a decree or composition or adjustment of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing order that remains unstayed and in effect, effect or has not been dismissed for a period of sixty (60) 90 days; or (ve) By the Issuer admitting shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law relating to or affecting creditors’ rights generally now or hereafter in writing its inability effect, or consent to pay its debts as the entry of an order for relief in an involuntary case under any such debts become due; or law, or consent to the appointment or taking possession by a receiver, liquidator, custodian, trustee, sequestrator (dor similar official) Issuer shall be terminated, dissolved or liquidated (as a matter of law or otherwise) or proceedings shall be commenced by the Issuer or by for any person seeking the termination, dissolution or liquidation substantial part of the Issuer. If property of the Issuer or the Issuer shall make any one or more Events general assignment for the benefit of creditors; then, and in each and every such case, other than an Event of Default described in clauses (a), (b), and (c) above, the aggregate outstanding principal amount of this Section 6.01 Note, together with any accrued or unpaid interest thereon, shall occur become and be continuingimmediately due and payable without any declaration, then presentment, demand, protest, notice of default, notice of acceleration or other act on the applicable Securityholder maypart of the Holder, at such Securityholder’s option and by written notice all of which are hereby expressly waived. Subject to Section 5 hereof, upon the occurrence of an Event of Default described in clauses (a), (b), or (c), the Holder of this Note may (in addition to any other right, power, or remedy permitted to the Issuer, the Trustee and the other Securityholders, Holder by law) declare the unpaid balance entire aggregate outstanding principal amount of the Securities owing to said Securityholder to be forthwith this Note due and payable and the same, together with any accrued and unpaid interest thereon, shall thereupon such balance shall become so forthwith due and payable payable, without presentationany presentment, protest or further demand or demand, protest, notice of intent to accelerate default, notice of acceleration, or other notice notices of any kind, all of which are hereby expressly waived by the Issuerwaived.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “Events of Default” thereunder Default (whatever the reason for such Event of Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) Default shall be made by the Issuer default in the payment of principal of or any interest on any Security after five (5) days’ written notice from upon the applicable Securityholder following the date Note as and when the same is shall become due and payable, at maturity, upon redemption, by declaration or otherwise; or (b) Default shall be made default in the due performance payment of all or observance of any other material covenant, agreement or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as part of the date principal of the Note as and when madethe same shall become due and payable, and such default at maturity, upon redemption, by declaration or breach shall have continued for a period of thirty (30) days after written notice thereof to the Issuer from the applicable Securityholderotherwise; or (c) The Issuer shall be involved in financial difficulties as evidenced: (i) by failure on the part of the Issuer filing a petition or its Subsidiaries duly to observe or perform any of the covenants or agreements on the part of the Issuer or its Subsidiaries contained in bankruptcy or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now this Note or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein providedMerger Agreement; (iid) By any default shall occur under the terms of any Debt of the Issuer making or any of its Subsidiaries; or (e) any event or condition shall occur which results in the acceleration of the maturity of any Debt of the Issuer or any of its Subsidiaries; or (f) a general assignment judgment or order for the benefit payment of money shall be rendered against the Issuer or any of its creditors;Subsidiaries other than judgement or order enforcing the payment obligations of the Issuer and its Subsidiaries under the Settlement Agreement and Mutual General Release of all Claims dated October 3, 1997 among Dalen Trading Co., Ozite Corporation and MGC, Inc.; or (iiig) By a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer consenting to or any of its Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the appointment Issuer or any of a receiver its Subsidiaries or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against any of its Subsidiaries or ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent of the Issuer, in any court of competent jurisdiction, seeking (i) its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like affairs of the Issuer or any of all its Subsidiaries; or (h) the Issuer or any of its Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or any of its Subsidiaries or for any substantial part of its assets, or (iii) similar relief in respect the property of the Issuer under or any law relating to bankruptcyof its Subsidiaries, insolvency, reorganization, winding-up or composition the Issuer or adjustment any of debts, and such proceeding or case set forth in its Subsidiaries shall make any general assignment for the benefit of creditors; (i), (ii), ) any representation or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) days; or (v) By the Issuer admitting in writing its inability to pay its debts as such debts become due; or (d) Issuer shall be terminated, dissolved or liquidated (as a matter of law or otherwise) or proceedings shall be commenced warranty made by the Issuer in the Merger Agreement or by in any person seeking certificate, financial statement or other document delivered pursuant to the termination, dissolution or liquidation Merger Agreement shall prove to have been incorrect when made; (j) failure on the part of the Issuer. If any one Issuer to file a registration statement with respect to the Conversion Share's with the SEC on or more Events prior to the First Trigger Date; (k) failure on the part of the Issuer to file a listing application with respect to the Conversion shares with NASDAQ on or prior to the First Trigger Date; (l) failure on the part of the Issuer cause a registration statement covering the Conversion Shares to become effective under the Securities Act on or prior to the Third Trigger Date; (m) failure on the part of the Issuer to list the Conversion Shares on NASDAQ on or prior to the Third Trigger Date; (n) failure on the part of the Issuer to cause the Conversion Shares to be freely transferable on or prior to the Third Trigger Date; (o) a Change of Control of the Issuer or PS&T shall occur, other than pursuant to the Merger; then, and in each and every such case (other than an Event of Default described specified in this Section 6.01 shall occur and be continuing3.01(g) or 3.01(h) hereof), then the applicable Securityholder mayHolder, at such Securityholder’s option and by written notice in writing to the IssuerIssuer (the "Acceleration Notice"), may declare the Trustee entire Principal Sum of the Note and the other Securityholders, declare the unpaid balance of the Securities owing to said Securityholder interest accrued thereon to be forthwith due and payable immediately, and thereupon upon any such balance declaration the same shall become so immediately due and payable; provided that if an Event of Default specified in Section 3.01(g) or 3.01(h) occurs, the Principal Sum of and accrued interest on the Notes shall become and be immedi ately due and payable without presentation, protest or further demand or notice of intent to accelerate any declaration or other notice act on the part of any kind, all of which are expressly waived by the IssuerHolder.

Event of Default Defined; Acceleration of Maturity; Waiver of Default. With respect to the Securities, this Indenture and any supplemental indenture In case one or more of the following events are “Events of Default” thereunder Default (whatever the reason for such Event of Default and hereunderwhether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (a) Default shall be made by the Issuer defaults in the payment of (i) the principal of or any interest on any Security after five (5) days’ written notice from the applicable Securityholder following the date Note when the same is becomes due and payable; orpayable at maturity, upon acceleration or otherwise or of (ii) the interest on the Note when the same becomes due and payable and such default continues for a period of 30 days; (b) Default shall be made the Issuer defaults in the due performance of or observance of breaches any other material covenant, agreement covenants or provision herein, or in any Security to be performed or observed by the Issuer, or a material breach shall exist in any representation or warranty herein contained, or in any Security, as agreements of the date when madeIssuer (other than Sections 3.1, 3.2, 3.3 and 3.6 below) in this Note and such default or breach shall have continued continues for a period of thirty (30) 30 consecutive days after written notice thereof to the Issuer from by the applicable Securityholder; orHolder of such default or breach; (c) The Issuer a court having jurisdiction shall be involved enter a decree or order for relief in financial difficulties as evidenced: (i) by respect of the Issuer filing in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a petition in bankruptcy receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Issuer or for reorganization or for the adoption of an arrangement under the United States Bankruptcy Code (as now or in the future amended, the “Bankruptcy Code”) or an admission seeking the relief therein provided; (ii) By the Issuer making a general assignment for the benefit of its creditors; (iii) By the Issuer consenting to the appointment of a receiver or trustee for all or a any substantial part of the property of the Issuer or approving as filed in good faith a petition filed against ordering the Issuer under said Bankruptcy Code (in both cases without the consent winding up or liquidation of the Issuer); (iv) By the commencement of a proceeding or case, without the application or consent affairs of the Issuer, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (d) the Issuer shall commence a voluntary case under any court of competent jurisdictionapplicable bankruptcy, seeking (i) its liquidation, reorganization, dissolution insolvency or winding-upother similar law now or hereafter in effect, or the composition Issuer shall consent to the entry of an order for relief in an involuntary case under any such law, or readjustment of its debts, (ii) consent to the appointment of or taking possession by a trusteereceiver, receiverliquidator, assignee, custodian, liquidator trustee, sequestrator (or the like similar official) of the Issuer or of all or for any substantial part of its assetsthe property of the Issuer, or (iii) similar relief in respect of the Issuer under shall make any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment general assignment for the benefit of debts, and such proceeding or case set forth in (i), (ii), or (iii) above continues undismissed or uncontroverted, or an order, judgment or decree approving or ordering any of the foregoing being entered and continuing unstayed and in effect, for a period of sixty (60) dayscreditors; or (ve) By the Issuer admitting in writing its inability to pay its debts as such debts become due; or (d) Issuer there shall be terminated, dissolved or liquidated (as a matter default under any Senior Debt of law or otherwise) or proceedings shall be commenced by the Issuer or any Subsidiary or under any mortgage, indenture or other instrument under which there may be issued or by which there may be secured or evidenced any person seeking the termination, dissolution or liquidation Senior Debt of the Issuer. If Issuer or any one Subsidiary and the holder of any Senior Debt causes any Senior Debt to become due prior to its stated maturity, then, and in each and every such case, the principal of and accrued interest on the Note shall become and be immediately due and payable upon written notice of holders of at least 25% in aggregate principal amount of the Notes then outstanding but shall no longer be immediately due and payable and shall not be deemed to have become due and payable if the default or more Events Event of Default described resulting in such acceleration is waived by the Holder. Immediately upon the occurrence of any Event of Default (which has not been waived in accordance with the provisions of this Section 6.01 shall occur and be continuingNote) or upon failure to pay this Note at maturity, then the applicable Securityholder mayHolder, at such Securityholder’s option and by written without any notice to the Issuer, the Trustee and the other Securityholders, declare the unpaid balance of the Securities owing to said Securityholder to be forthwith due and payable and thereupon such balance shall become so due and payable without presentation, protest or further demand or which notice of intent to accelerate or other notice of any kind, all of which are is expressly waived by the Issuer, may proceed to protect, enforce, exercise and pursue any and all rights and remedies available to the Holder under this Note and any other agreement or instrument, and any and all rights and remedies available to the Holder at law or in equity.