as applicable, may have under
an amended Note, Group or Operating, as applicable, shall be discharged from all
obligations and covenants under the Notes. Group, Operating, the Holders and the
successor Person shall enter into a amendment to the Notes to evidence the
succession and substitution of such successor Person and such discharge and
release of Group or Operating, as applicable.
SECTION 12.
DEFAULTS AND REMEDIES. EACH OF THE FOLLOWING EVENTS
CONSTITUTES AN "EVENT OF DEFAULT":
(A)
DEFAULT IN THE PAYMENT OF PRINCIPAL OF (OR PREMIUM, IF ANY, ON)
ANY NOTE, INCLUDING THE REDEMPTION AMOUNT, WHEN THE SAME BECOMES DUE AND PAYABLE
AT MATURITY, UPON ACCELERATION, REDEMPTION OR OTHERWISE;
(B)
DEFAULT IN THE PAYMENT OF INTEREST ON ANY NOTES WHEN THE SAME
BECOMES
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DUE AND PAYABLE, AND SUCH DEFAULT CONTINUES FOR A PERIOD OF 30 DAYS;
(C)
DEFAULT IN THE PERFORMANCE OR BREACH OF THE PROVISIONS OF THE
NOTES APPLICABLE TO MERGERS, CONSOLIDATIONS AND TRANSFERS OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF GROUP OR OPERATING OR THE FAILURE TO MAKE OR
CONSUMMATE AN OFFER TO PURCHASE IN ACCORDANCE WITH SECTION 5 HEREOF;
(D)
GROUP OR OPERATING DEFAULTS IN THE PERFORMANCE OF OR BREACHES
ANY OTHER COVENANT OR AGREEMENT OF THE COMPANY UNDER THE NOTES (OTHER THAN A
DEFAULT SPECIFIED IN CLAUSE (A), (B) OR (C) ABOVE), AND SUCH DEFAULT OR BREACH
CONTINUES FOR A PERIOD OF 30 CONSECUTIVE DAYS AFTER WRITTEN NOTICE BY THE
HOLDERS OF 25% OR MORE IN AGGREGATE PRINCIPAL AMOUNT OF THE NOTES;
(E)
THE FAILURE OF GROUP'S COMMON STOCK TO BE QUOTED OR LISTED ON A
NATIONAL SECURITY EXCHANGE OR AUTOMATED QUOTATION SYSTEM IN THE UNITED STATES
FOR MORE THAN THREE DAYS, OR IF QUOTED ON THE OTC BULLETIN BOARD ("BULLETIN
BOARD"), FAILURE TO COMPLY WITH THE REQUIREMENTS FOR CONTINUED LISTING ON THE
BULLETIN BOARD FOR A PERIOD OF SEVEN CONSECUTIVE TRADING DAYS OR NOTIFICATION
FROM THE BULLETIN BOARD OR FROM THE APPLICABLE NATIONAL SECURITY EXCHANGE OR
AUTOMATED QUOTATION SYSTEM THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE
CONDITIONS FOR SUCH CONTINUED QUOTATION ON THE BULLETIN BOARD;
(F)
THERE OCCURS WITH RESPECT TO ANY ISSUE OR ISSUES OF
INDEBTEDNESS FOR BORROWED MONEY OF GROUP OR ANY EXISTING OR FUTURE, DIRECT OR
INDIRECT, SUBSIDIARY OF GROUP WHOSE ASSETS CONSTITUTE 15% OR MORE OF THE TOTAL
ASSETS OF GROUP ON A CONSOLIDATED BASIS (A "DESIGNATED SUBSIDIARY") HAVING AN
OUTSTANDING PRINCIPAL AMOUNT OF $15 MILLION OR MORE IN THE AGGREGATE FOR ALL
SUCH ISSUES OF ALL SUCH PERSONS, WHETHER SUCH INDEBTEDNESS NOW EXISTS OR SHALL
HEREAFTER BE CREATED, (I) AN EVENT OF DEFAULT THAT HAS CAUSED THE HOLDER THEREOF
TO DECLARE SUCH INDEBTEDNESS TO BE DUE AND PAYABLE PRIOR TO ITS STATED MATURITY
AND SUCH INDEBTEDNESS HAS NOT BEEN DISCHARGED IN FULL OR SUCH ACCELERATION HAS
NOT BEEN RESCINDED OR ANNULLED WITHIN 30 DAYS OF SUCH ACCELERATION AND/OR
(II) THE FAILURE TO MAKE A PRINCIPAL PAYMENT AT THE FINAL (BUT NOT ANY INTERIM)
FIXED MATURITY AND SUCH DEFAULTED PAYMENT SHALL NOT HAVE BEEN MADE,