183
(a)
is caused by a failure to pay principal of such Indebtedness at final maturity thereof after giving effect
to any applicable grace periods provided in such Indebtedness and such failure to make any payment
has not been waived or the maturity of such Indebtedness has not been extended (a "
Payment
Default
"); or
(b)
results in the acceleration of such Indebtedness prior to its Stated Maturity,
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 $20.0 million or more;
(7)
failure by the Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together,
would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent
jurisdiction aggregating in excess of $20.0 million (net of any amount with respect to which a reputable and
solvent insurance company has acknowledged liability in writing), which judgments are not paid, discharged,
stayed or fully bonded for a period of 60 days (or, if later, the date when payment is due pursuant to such
judgment);
(8)
except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a
Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any
reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on
behalf of any such Guarantor that is a Significant Subsidiary, denies or disaffirms its obligations under its
Note Guarantee; and
(9)
certain events of bankruptcy or insolvency described in the Indenture with respect to the Issuer or any of its
Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary.
In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all
then outstanding Notes will become due and payable immediately without further action or notice. If any other Event of
Default occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then
outstanding Notes may declare all of the then outstanding Notes to be due and payable immediately by notice in writing
to the Issuer and, in case of a notice by holders, also to the Trustee specifying the respective Event of Default and that it
is a notice of acceleration.
Subject to certain limitations, holders of a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any
continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or
Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any.
Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is
continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the
request or direction of any holders of Notes unless such holders have offered to the Trustee, and if requested, the Trustee
has received, indemnity and security satisfactory to it against any loss, liability or expense. Except (subject to the
provisions described under the caption "—Amendment, Supplement and Waiver") to enforce the right to receive
payment of principal, premium, if any, or interest or Additional Amounts when due, no holder of a Note may pursue any
remedy with respect to the Indenture or the Notes unless:
(1)
such holder has previously given the Trustee notice that an Event of Default is continuing;
(2)
holders of at least 25% in aggregate principal amount of the then outstanding Notes have requested the Trustee
to pursue the remedy;
(3)
such holders have offered the Trustee security and indemnity satisfactory to it against any loss, liability or
expense;
(4)
the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of
security or indemnity; and
(5)
holders of a majority in aggregate principal amount of the then outstanding Notes have not given the Trustee a
direction inconsistent with such request within such 60-day period.
The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on
behalf of the holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its
consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or
Additional Amounts or premium on, or the principal of, the Notes held by a non-consenting holder (which may be
waived with the consent of each holder of Notes affected).
The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture.
