Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Notes generally may by written notice to the Issuer and the Trustee declare all the Notes to be due and payable, whereupon the Notes shall become due and payable immediatelyat the time provided in Section 6.02 of the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 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 (except a Default relating to the payment of principal or Event interest, including an accelerated payment or the failure to make a payment on the Change of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer, or a Default from Holders in complying with the provisions of Article Five of the Notes Indenture) if it determines in good faith that withholding notice is in their interest, . The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default relating to in the payment of interest on, or the principal of, or interest, premium or Additional Interestthe premium, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Events Each of Default are specified in Indenture. In the case of following constitutes an Event of Default arising under Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 6.01(10) or (11) 5.01 of the Indenture, all outstanding ; (iv) failure by the Company for 30 days after notice to comply with any of its other agreements in the Indenture or the Notes will become due and payable immediately without further action (v) certain events of bankruptcy or noticeinsolvency with respect to the Company. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the 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, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of insolvency with respect to the IndentureIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes, the Guarantees or the Notes Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) have been cured Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or waivedproposes to take with respect thereto.

Defaults and Remedies. Under the Indenture, Events of Default are specified include (i) default in Indenture. In payment of the principal amount, premium, if any, interest or Liquidated Damages, if any, in respect of the Notes when the same becomes due and payable subject, in the case of an Event interest and Liquidated Damages, to the grace period contained in the Indenture; (ii) failure by the Company to comply with other agreements in the Indenture or the Notes, subject to notice and lapse of Default arising under Section 6.01(10time; (iii) certain events of acceleration prior to maturity of certain indebtedness; (iv) certain final judgments which remain undischarged; (v) certain events of bankruptcy or insolvency; or (11vi) certain failures of the Indenture, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiary Guaranties. If any other an 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 at the time outstanding, may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event (except a Default in payment of Default from Holders of the Notes amounts specified in clause (i) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedinterests.

Defaults and Remedies. Events of Default are specified in Under the Indenture. In the case of , an Event of Default arising under Section 6.01(10includes: (i) default for 30 days in payment of any interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; and (11iv) certain events of bankruptcy, insolvency or reorganization of the Indenture, all outstanding Notes will become due and payable immediately without further action or noticeCompany. If any other an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Notes may declare all unpaid principal to the date of acceleration on the Notes then outstanding to be due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the Company, unpaid principal of the Notes then outstanding shall become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating interests. The Company is required to file periodic reports with the Trustee as to the payment absence of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waiveddefault.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes by written notice to the Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of insolvency with respect to the IndentureCompany, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in of the aggregate principal amount of the then outstanding Notes Notes, by written notice to the Trustee mayTrustee, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences, if consequences under the rescission would not conflict with any judgment or decree and if all existing Events of Default Indenture (except nonpayment a continuing Default in payment of principalthe principal of, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a nonconsenting Holder). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within thirty (30) have been cured days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and what actions the Company is taking or waivedpropose to take with respect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or Event interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default from Holders in complying with the provisions of Article Five of the Notes Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in the payment of interest on, if or the rescission would not conflict with any judgment principal of, or decree and if all existing Events of Default (except nonpayment of principalthe premium on, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedNotes.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of insolvency with respect to the IndentureCompany, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder; provided that the Holders of at least a majority in principal amount of Notes may rescind and cancel certain declarations of acceleration of the Notes as provided in the Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within ten (10) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and the status thereof.

Defaults and Remedies. Events of Default are specified set forth in the Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of Subject to certain limitations in the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other if an Event of Default occurs and is continuing, then, and in each and every such case (except as described below), either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least not less than 25% in of the principal amount of the Notes then outstanding outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes may declare all shall become and be immediately due and payable, anything in the Indenture or in the Notes to be the contrary notwithstanding. If an Event of Default specified in Sections 6.01(7) and (8) of the Indenture occurs with respect to the Company or any Significant Subsidiary, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. 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 notice of any continuing Default default (except a default in payment of principal, premium, if any, or Event of Default from Holders of interest on the Notes Notes) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedbest interests.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, premium, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalany, interest or premium or Additional Interest, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) have been cured or waivedis required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified set forth in the Indenture. In Subject to certain limitations in the case of Indenture, if an Event of Default arising under Section 6.01(10(other than an Event of Default specified in Sections 6.01(4) or (11and 6.01(5) of the Base Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least not less than 25% in of the principal amount of the Notes then outstanding outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes may declare all shall become and be immediately due and payable, anything in the Indenture or in the Notes to be the contrary notwithstanding. If an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Base Indenture occurs, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. 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, provided, that the Trustee will be entitled to refuse to follow any such direction that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or could, in reasonable likelihood, impose personal liability upon the Trustee, unless the Trustee is offered indemnity satisfactory to it. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal, premium, if any, or Event interest on the Notes or a default in the observance or performance of Default from Holders any of the Notes obligations of the Company under Article Five of the Base Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedbest interests.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10(other than certain events of bankruptcy or insolvency) or (11) of the Indenture, all outstanding Notes will become due shall occur and payable immediately without further action or notice. If any other Event of Default occurs and is be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Outstanding Notes may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediatelyby notice in writing to the Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration." Certain events of bankruptcy or insolvency are Events of Default which will result in the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes will become immediately due and payable without any deceleration or other act on the part of the Trustee or Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to certain limitationsall provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to in the payment of principal ofor, or interest, premium or Additional Interestpremium, if any, on, or interest on any Note) if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all interests of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10(other than an Event of Default specified in clause (f), (g), (h) or (11k) of Section 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee or then the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Debt Securities may, by written notice, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities shall, declare the principal of, premium, if any, accrued interest and any other amounts (including, Additional Amounts and Default Interest, if any), on all the Notes Debt Securities to be immediately due and payable. Upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified in clause (f), (g), (h) or (k) of Section 6.01 of the Indenture occurs and is continuing, then the principal of, premium, if any, accrued interest and any other amounts (including Additional Amounts and Default Interest, if any) on all the Debt Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes Debt Securities except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture or the Debt Securities unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of the Debt Securities then outstanding Notes may to direct the Trustee in its exercise of any trust or power. The Trustee may may, subject to certain exceptions set forth in the Indenture, withhold from Holders notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture, except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment or decree of a court of competent jurisdiction). The Issuers and if all existing Events each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of and what action the acceleration) have been cured or waivedIssuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the acceleration) have been cured or waivedNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default in the payment of interest on, or the principal of, the Notes (except other than nonpayment of principal, principal or interest or premium or Additional Interest, if any, that has become due solely because of acceleration). The Issuer and each Guarantor is required to deliver to the acceleration) have been cured or waivedTrustee annually a statement regarding compliance with the Indenture, and the Issuer is required after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding 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 of the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any or Event interest) if and so long as a committee of Default from Holders of the Notes if it its Trust Officers in good faith determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required to deliver to the Trustee, within thirty (30) have been cured days after the occurrence of a Default, written notice in the form of an Officer’s Certificate of any event which is, or waivedwith the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Notes are subject to certain Events of Default are specified as provided in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(i) or 6.01(j) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium) if it determines that withholding notice is in their interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, the principal of or interest or premium on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Additional InterestEvent of Default, if anyto deliver to the Trustee a statement specifying such Default or Event of Default, that has become due solely because of its status and the acceleration) have been cured action the Issuers are taking or waivedpropose to take with respect thereto.

Defaults and Remedies. Events Each of Default are specified in Indenture. In the case of following constitutes an Event of Default arising under Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 6.01(10) or (11) 5.01 of the Indenture, all outstanding Notes will become due ; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes; and payable immediately without further action (v) certain events of bankruptcy or noticeinsolvency with respect to the Company. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the 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, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are Except as specified in the Indenture. In the case of , if an Event of Default arising under Section 6.01(10) or occurs (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default occurs relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the principal amount of the Notes and accrued and unpaid interest on the outstanding Notes to be due and payable immediatelypayable. Holders may not enforce If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Indenture or Company occurs, the principal amount of the Notes except as provided in and accrued and unpaid interest on the Indentureoutstanding Notes shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Holders. Subject to Under certain limitationscircumstances, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct rescind any such acceleration with respect to the Trustee in Notes and its exercise of any trust or powerconsequences. The Trustee may withhold notice of any continuing Default or If an Event of Default from occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Subject to certain exceptions, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has given the Trustee written notice of an Event of Default, (ii) Holders of at least 25% in aggregate principal amount of the outstanding Notes if it determines that withholding notice is in their interest, except have made a Default or Event of Default relating written request to the payment Trustee to pursue the remedy and offered reasonable security or indemnity against any costs, liability or expense of principal ofthe Trustee, or interest, premium or Additional Interest, if any, on, (iii) the Notes. The Trustee fails to comply with such request within 60 calendar days after receipt of such request and the offer of indemnity and (iv) the Trustee has not received an inconsistent direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the outstanding Notes by written notice are given the right to direct the time, method and place of any proceedings for any remedy available to the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee maydetermines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, on behalf however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of all this Note or of the HoldersIndenture shall impair, rescind an acceleration as among the Company and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because Holder of the acceleration) have been cured Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or waivedcurrency herein and in the Indenture prescribed.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default relating to certain bankruptcy events as described in the Indenture) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the then outstanding Notes may by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest, if any, on all the outstanding Notes to be due and payable immediately. Holders If an Event of Default relating to certain bankruptcy events occurs as provided in the Indenture, the principal and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security. 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 Noteholders notice of any continuing Default or Event of Default from Holders (except a Default or Event of the Notes Default in payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the preceding sentence, in the case of an Event of Default arising from clause (8) or (9) of Section 6.01 of the Indenture, all outstanding Notes will become due and payable without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Amounts that have become due solely because of the acceleration) have been cured or waived. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interest, Amounts) if any, onit determines that withholding notice is in their interest. Except as provided in the Indenture, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalthe principal of, interest or interest, premium or Additional InterestAmounts, if any, that has become due solely because on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company will be required, upon becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a statement specifying such Default or waivedEvent of Default.

Defaults and Remedies. Events An Event of Default are specified is: default in Indenture. In payment of interest on the Notes for a period of 30 days; default in payment of principal on the Notes; failure by the Company for 60 days after notice to it to comply with any of its other agreements in the Indenture or the Notes or, in the case of an Event the failure to comply with certain specified covenants or agreements, without such notice or passage of Default arising time; certain defaults under Section 6.01(10) or (11) and acceleration prior to maturity of certain other indebtedness of the IndentureCompany; certain final judgments which remain undischarged; certain events of bankruptcy or insolvency; or a revocation, all outstanding Notes will become due and payable immediately without further action suspension, termination or noticeinvoluntary loss of a Gaming License which results in the cessation of operation of the Company's casino business for more than 90 consecutive days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes become due and payable immediately without further action or notice. Holders Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. 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 Noteholders notice of any continuing Default default (except a default in payment of principal or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating interests. The Company must furnish an annual compliance certificate to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedTrustee.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually an Officer’s Certificate regarding compliance with the Indenture, and the Issuer is required within ten (10) have been cured Business Days after becoming aware of any Default, to deliver to the Trustee an Officer’s Certificate specifying such Default and what action the Issuer is taking or waivedproposes to take in respect thereof.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalprincipal of, interest or premium or Additional Interestpremium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes); provided, however, that has become due solely because the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) have been cured . The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or waivedEvent of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Notes generally may by written notice to the Issuer and the Trustee declare all the Notes to be due and payable, whereupon the Notes shall become due and payable immediatelyat the time provided in Section 6.02(a) of the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 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 (except a Default relating to the payment of principal or Event interest, including an accelerated payment or the failure to make a payment on the Change of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer, or a Default from Holders in complying with the provisions of Article Five of the Notes Indenture) if it determines in good faith that withholding notice is in their interest, . The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default relating to in the payment of interest on, or the principal of, or interest, premium or Additional Interestthe premium, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Under the Indenture, Events of Default are specified include a (i) default in Indenture. In the case payment of an Event of Default arising under Section 6.01(10) or (11) any interest upon any of the IndentureSecurities for 30 days or more after such payment is due; (ii) default in the payment of the principal of and premium, all if any, on any of the Securities when due; (iii) default by the Company in the performance, or breach, of any of its other covenants in the Indenture which will not have been remedied by the end of a period of 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes will become due Securities; and payable immediately without further action (iv) certain events of bankruptcy, insolvency or noticereorganization of the Company or a Significant Subsidiary. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Holders Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or Event of Default from Holders of the Notes interest) if it determines or its counsel advises it that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all interest of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders Hold- ers of at least 25% in principal amount of the then outstanding Notes may by notice in writing to the Issu- er declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal princi- pal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default De- fault or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, onor interest) if it, the Notesin good faith, determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequencesconsequences under the Indenture, if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest, interest or premium or Additional Interestthe principal of, premium, if any, that has become due solely because or interest on, the Notes (including in connection with a Change of Control Offer) or in respect of a covenant or provision of the acceleration) have been cured Indenture which under Article 9 of the Indenture cannot be mod- ified or waivedamended without the consent of the Holder of each outstanding Note affected. The Issuer is re- quired to deliver to the Trustee annually a statement regarding compliance with the Indenture.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences, if consequences under the rescission would not conflict with any judgment or decree and if all existing Events Indenture except a continuing Default in payment of Default (except nonpayment of the principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) have been cured or waivedis required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Notes are subject to certain Events of Default are specified as provided in the Indenture. In If any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 30% in principal amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising under from such events of bankruptcy, insolvency or reorganization described in Section 6.01(106.01(i) or (116.01(j) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, on, the Notesor interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest the principal of or premium or Additional Interestpremium, if any, that has become due solely because or interest on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a statement specifying such Default or waivedEvent of Default, its status and the action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if and so long as it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the HoldersNotes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind an acceleration and its consequences, consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestinterest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Issuer and each Subsidiary Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such event.

Defaults and Remedies. Under the Indenture, Events of Default are specified include a (i) default in Indenture. In the case payment of an Event of Default arising under Section 6.01(10) or (11) any interest upon any of the IndentureSecurities for 30 days or more after such payment is due; (ii) default in the payment of the principal of and premium, all if any, on any of the Securities when due; (iii) default by the Company in the performance, or breach, of any of its other covenants in the Indenture which will not have been remedied by the end of a period of 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Notes will become due Securities; and payable immediately without further action (iv) certain events of bankruptcy, insolvency or noticereorganization of the Company or a Significant Subsidiary. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Holders Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of principal or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all interest of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. The Notes have the Events of Default are specified as set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.1 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Issuers specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. 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 notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating power with respect to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequencesconsequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of premium, if interest on, or the rescission would not conflict with any judgment or decree and if all existing principal of, the Notes. The above description of Events of Default (except nonpayment of principaland remedies is qualified by reference, interest or premium or Additional Interestand subject in its entirety, if any, that has become due solely because of to the acceleration) have been cured or waivedmore complete description thereof contained in the Indenture.

Defaults and Remedies. Events Each of Default are specified in Indenture. In the case of following constitutes an Event of Default arising under Section 6.01(10Default: (i) or (11) default by the Company in the payment of interest on the Indenture, all outstanding Notes will become when the same becomes due and payable immediately without further action and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or noticepremium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes and (iv) certain events of bankruptcy or insolvency with respect to the Company. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the 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, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment or decree of a court of competent jurisdiction). The Issuers and if all existing Events each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of and what action the acceleration) have been cured or waivedIssuers propose to take with respect thereto.

Defaults and Remedies. Events of Default are specified set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest or premium the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. (a) The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuing under the Indenture with respect to the Notes, the Trustee or the Holders of not less than 30.0% in aggregate principal amount of all of the then outstanding Notes may, by notice to the Issuer and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. In Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10clause (vi) or (11vii) of Section 6.01(a) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. power with respect to the Notes. (b) The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest, if it determines that withholding notice is in their interest. In addition, except a Default or Event subject to Section 6.05 of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, onIndenture, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of all of the Notes. The . (c) Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes outstanding, by written notice to the Trustee may(with a copy to the Issuer, provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would not conflict with any judgment or decree of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist with respect to the Notes, and if all existing Events any Event of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) arising therefrom shall be deemed to have been cured with respect to the Notes for every purpose of the Indenture; but no such waiver shall extend to any subsequent or waivedother Default or impair any right consequent thereto. (d) The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified set forth in the Indenture. In Subject to certain limitations in the case of Indenture, if an Event of Default arising under (other than an Event of Default specified in Section 6.01(106.01(6) or (117) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Indenture with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes may, by written notice to the Trustee and the Company, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all principal of and accrued interest on all Notes to be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may declare rescind and annul such acceleration and its consequences if all existing Events of Default, other than the nonpayment of principal, premium or interest that has become due solely because of the acceleration, have been cured or waived and if the rescission would not conflict with any judgment or decree. If an Event of Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect to the Company, the principal amount of and interest on, all Notes to shall IPSO FACTO become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. 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 notice of any continuing Default default (except a default in payment of principal or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedinterests.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment or decree of a court of competent jurisdiction). The Issuers and if all existing Events each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of and what action the acceleration) have been cured or waivedIssuers propose to take with respect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of a Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Security Documents, Intercreditor Agreement or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee or Noteholder Collateral Agent in its exercise of any trust or power. The Trustee and Noteholder Collateral Agent may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or Event interest including an accelerated payment or the failure to make a payment on the Fundamental Change of Control Purchase Date, or payment in connection with a Conversion Event, on the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default from Holders in complying with the provisions of Article Seven of the Notes Indenture) if it determines they determine that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in the payment of interest on, if or the rescission would not conflict with any judgment principal of, or decree and if all existing Events of Default (except nonpayment of principalthe premium on, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedNotes.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10from events of bankruptcy or insolvency specified in clause (9) or (1110) of Section 601 of the Supplemental Indenture, all outstanding 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 Outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, premium or interest) if and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of a majority in aggregate principal amount of the Notes then Outstanding may on behalf of the Holders of all of the Notes waive any past default and its consequences under the Indenture, except a default in the payment of interest or any premium on, or the principal of, or interest, premium or Additional Interest, if any, on, the NotesNotes and except as provided in Section 613(2) of the Supplemental Indenture. The Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes by written notice will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee maywith respect to the Notes. However, on behalf of all of the HoldersTrustee may refuse to follow any direction that conflicts with law or the Indenture, rescind an acceleration or that may involve the Trustee in personal liability, and its consequences, if the rescission would may take any other action it deems proper that is not conflict inconsistent with any judgment or decree and if all existing Events such direction received from Holders of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedNotes.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuers, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium or Additional Interest, if any, that has become due solely because on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a statement specifying such Default or waivedEvent of Default.

Defaults and Remedies. Under the Indenture, Events of Default are specified include: (1) default for 30 days in Indenture. In the case payment of an Event of Default arising under Section 6.01(10any interest on the Debentures (after any election by the Company to pay cash interest on the Debentures following a Tax Event) or in the payment of any additional interest due under the Registration Rights Agreement; (112) default in payment of principal of or any premium on the IndentureDebentures at maturity (or, all outstanding Notes will become if the Company has elected to pay cash interest on the Debentures following a Tax Event, the Restated Principal Amount), original Issue Price, accrued original issued discount, Redemption Price, Purchase Price or Change In Control Purchase Price, when the same becomes due and payable immediately without further action payable; (3) our failure to comply with any of our covenants or notice. If any agreements in the Debentures or in the Indenture (other Event than an agreement or covenant that we have included in the Indenture solely for the benefit of Default occurs and is continuing, other series of debt securities) for 60 days after written notice by the Trustee trustee or by the Holders of at least 25% in principal amount of the then all outstanding Notes may declare all the Notes to be due and payable immediatelydebt securities affected by that failure; or (4) certain events in bankruptcy, insolvency or reorganization involving us. Holders may not enforce the Indenture or the Notes Debentures except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Debentures unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Debentures at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default under the Indenture (except a default in payment of amounts specified in clauses (1) or Event of Default from Holders of the Notes (2) above) if it determines that withholding notice is in their interestinterests; and provided, except a Default or Event further, that in the case of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount any default of the then outstanding Notes by written character specified in clause (3) above no such notice to Holders shall be given until at least 60 days after the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedoccurrence thereof.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the acceleration) have been cured or waivedNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee and the Collateral Agent annually a statement regarding compliance with the Indenture, and the Issuer is required, after becoming aware of any Default, to deliver to the Trustee and the Collateral Agent a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes and any remaining Escrowed Interest to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes plus any remaining LC Amount will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest or premium the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are specified set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest or premium the principal of, the Notes. The Company and the Note Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company and the Guarantors are required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an If any Event of Default Default, other than one arising under Section 6.01(10) from certain events of bankruptcy or (11) of insolvency as described in the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, then, unless the principal of and accrued and unpaid interest on all the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal of and interest on all the Notes to be due and payable. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, then in each and every such case, unless the principal of and accrued and unpaid interest on all the Notes shall have already become due and payable, the principal of and interest on all the Notes shall become due and payable immediately, without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, on, or interest) if the NotesTrustee determines in good faith that withholding notice is in the Holders’ interests. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any past Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest the principal of, or premium or Additional Interestpremium, if any, that has become due solely because on, the Notes or an Event of Default relating to a provision of the acceleration) have been cured Indenture that cannot be amended without the consent of each Holder affected thereby. The Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after it becomes aware of the occurrence of any Default or waivedEvent of Default to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Defaults and Remedies. Under the Indenture, Events of Default are specified include (i) a failure by the Company to repurchase Notes of such series tendered for repurchase following the occurrence of a Change of Control Repurchase Event in Indenture. In the case of an Event of Default arising under conformity with Paragraph 8 hereto and Section 6.01(10) or (11) 5.03 of the Supplemental Indenture, all outstanding Notes will become (ii) a default in any payment of interest on any Note when due, continued for 30 days, (iii) a default in the payment of principal of (or premium, if any) on any Note when due at its Maturity, (iv) a default in the deposit of any sinking fund payment, when and payable immediately without further action as due by the terms of the Note and continuance of such default for a period of 30 days, (v) a default by the Company in the performance, or breach, of any covenant or warranty contained in the Indenture for 90 days after notice, (vi) certain events of bankruptcy, insolvency or reorganization of the Company. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. 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 notice of any continuing Default or Event of Default from Holders (except a Default or Event of the Notes Default in payment of principal or interest) if it determines that withholding notice is in not opposed to their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. The Events of Default relating to the Series A Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes shall become due and payable immediately without further action or notice. Holders of Series A Notes may not enforce the Indenture Indenture, the Series A Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Series A Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Series A Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Series A Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Series A Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of interest on, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or the principal of, any of the accelerationSeries A Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the 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 Finance Corp., ▇▇▇▇▇ Energy Partners or any Restricted Subsidiary of ▇▇▇▇▇ Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of ▇▇▇▇▇ Energy Partners that, taken together, would constitute a Significant Subsidiary, the principal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal ofprincipal, interest, or interest, premium or Additional Interestpremium, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because on, or the principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a statement specifying such Default or waivedEvent of Default.

Defaults and Remedies. (a) The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuing under the Indenture with respect to the Notes, the Trustee or the Holders of not less than 30.0% in aggregate principal amount of all of the then outstanding Notes may, by notice to the Issuer and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. In Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10clause (vi) or (11vii) of Section 6.01(a) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. power with respect to the Notes. (b) The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest, if it determines that withholding notice is in their interest. In addition, except a Default or Event subject to Section 6.05 of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, onIndenture, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of all of the Notes. The . (c) Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes outstanding, by written notice to the Trustee may(with a copy to the Issuer, provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequencesconsequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would not conflict with any judgment or decree of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist with respect to the Notes, and if all existing Events any Event of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) arising therefrom shall be deemed to have been cured with respect to the Notes for every purpose of the Indenture; but no such waiver shall extend to any subsequent or waivedother Default or impair any right consequent thereto. (d) The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10) or occurs (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default occurs relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, in each case, by notice to the Issuer, may declare the principal of, and accrued but unpaid interest on, all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, the principal of, and interest on, all the Notes shall become immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may not rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the Indenture. Subject outstanding Notes have requested the Trustee in writing to certain limitationspursue the remedy, (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) 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 (v) the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct have not given the Trustee in its exercise of any trust or powera direction inconsistent with such request within such 60-day period. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating Subject to the payment of principal of, or interest, premium or Additional Interest, if any, oncertain restrictions, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee mayor of exercising any trust or power conferred on the Trustee. The Trustee, on behalf however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all of the Holders, rescind an acceleration losses and its consequences, if the rescission would expenses caused by taking or not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedtaking such action.

Defaults and Remedies. Events of Default are specified set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default covered by Section 6.01(9) of the Indenture with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequencesconsequences under the Indenture, if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalthe principal of, interest or premium or Additional Interestpremium, if any, and interest on the Notes (including in connection with an Asset Sale Offer or Change of Control Offer). The Company and each Subsidiary Guarantor (to the extent that has become due solely because such Subsidiary Guarantor is so required under the TIA) is required to deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the accelerationactivities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) have been cured and that to the best of his or waivedher knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto, and so long as any of the Notes are outstanding, the Company is required upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) insolvency, with respect to the Company or any of the Indentureits Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest or Liquidated Damages) if it determines that withholding notice is in their interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium Liquidated Damages on, or Additional Interestthe principal of, if any, that has become due solely because of the acceleration) have been cured or waivedNotes.

Defaults and Remedies. Events of Default with respect to the Notes of this series are specified as follows: (i) default for 30 days in Indenture. In the case payment when due of an Event interest on the Notes; (ii) default in payment when due of Default arising under Section 6.01(10principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) or (11) failure by the Partnership for 60 days after notice to comply with any of its other agreements in the Indenture, all outstanding Notes will become due ; and payable immediately without further action (iv) certain events of bankruptcy or noticeinsolvency with respect to the Partnership. If any other Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes of this series may declare all the Notes of this series to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Partnership, all Outstanding Notes of this series shall ipso facto become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. The If and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notesinterests. The Holders of a majority in aggregate principal amount of the Notes of this series then outstanding Notes by written notice to the Trustee may, Outstanding may on behalf of the Holders of all of the Holders, rescind an acceleration Notes of this series waive any past Default or Event of Default and its consequences, if the rescission would not conflict with any judgment except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest the principal of, or premium or Additional Interestpremium, if any, that has become due solely because on the Notes of this series or except as otherwise specified in Section 6.06 of the acceleration) have been cured Base Indenture. The Partnership is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Partnership is required upon becoming aware of any Default or waivedEvent of Default, to deliver to the Trustee an Officers’ Certificate specifying such Default or Event of Default.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium interest or Additional Interestpremium, if any, on, the Notes,) if it determines that withholding notice is to their benefit. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a statement specifying such Default or waivedEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes of this series are specified defined in Section 6.01 of the Indenture. In the case If any Event of Default (other than an Event of Default arising under Section 6.01(10from certain events of bankruptcy or insolvency) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes of the affected series (voting as a single class) by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes of such series waive any existing Default or and its consequencesconsequences under the Indenture with respect to such series of Notes except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes of such series held by a non-consenting Holder. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within 30 Business Days after becoming aware of any Default with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default and what action the Company proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address: Delphi Automotive PLC ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) have been cured or waived.▇▇▇-▇▇▇▇ Attention: Treasurer To assign this Note, fill in the form below:

Defaults and Remedies. Events of Default are specified set forth in the Indenture. In Subject to certain limitations in the case of Indenture, if an Event of Default arising under Section 6.01(10(other than an Event of Default specified in Sections 6.01(6) or (11and 6.01(7) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least not less than 25% in of the principal amount of the Notes then outstanding outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes may declare all shall become and be immediately due and payable, anything in the Indenture or in the Notes to be the contrary notwithstanding. If an Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture occurs, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. 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 notice of any continuing Default default (except a default in payment of principal, premium, if any, or Event interest on the Notes or a default in the observance or performance of Default from Holders any of the Notes obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedbest interests.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default specified in the Indenture arising under Section 6.01(10) from certain events of bankruptcy or (11) insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately subject to certain limitations specified in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, on, the Notesor interest) if it determines that withholding notice is in their interests. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive an existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalprincipal of, interest or premium or Additional Interestpremium, if any, that has become due solely because on, or interest on, the Notes (including in connection with an offer to purchase any Notes). The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a written statement specifying such Default or waivedEvent of Default and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. Events An “EVENT OF DEFAULT” occurs if: (i) default for a period of Default are specified 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due of principal of or premium, if any, on the Notes; (iii) the Company or the Guarantor fails for 60 days after receipt of notice to comply with any covenant of the Company in the Indenture. In the case of an Event of Default arising under Section 6.01(10) ; or (11iv) certain events of bankruptcy or insolvency occur with respect to the Indenture, all outstanding Notes will become due and payable immediately without further action Company or noticethe Guarantor. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company or the Guarantor, all outstanding Notes shall become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interestprincipal, premium or Additional Interest, if any, on, the Notesinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest or premium or Additional Interestthe principal of, if any, that has become due solely because the Notes. Each of the acceleration) have been cured Company and the Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and each of the Company and the Guarantor is required no later than 10 days after becoming aware of any Default or waivedEvent of Default to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10from events of bankruptcy or insolvency specified in clause (9) or (1110) of Section 601 of the Supplemental Indenture, all outstanding 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 Outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interestprincipal, premium or Additional Interest, interest) if any, on, and so long as the Trustee in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of at least a majority in aggregate principal amount of the Notes then Outstanding may on behalf of the Holders of all of the Notes waive any past default and its consequences under the Indenture, except a default in the payment of interest or any premium on, or the principal of, the Notes and except as provided in Section 613(2) of the Supplemental Indenture. The Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes by written notice will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee maywith respect to the Notes. However, on behalf of all of the HoldersTrustee may refuse to follow any direction that conflicts with law or the Indenture, rescind an acceleration or that may involve the Trustee in personal liability, and its consequences, if the rescission would may take any other action it deems proper that is not conflict inconsistent with any judgment or decree and if all existing Events such direction received from Holders of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedNotes.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy, insolvency or (11) of reorganization specified in the IndentureIndenture with respect to the Parent Guarantor, the Company or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in * Not to be included for Exchange Notes. aggregate principal amount of the then outstanding Notes may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default and its consequences under the Indenture except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Company is required to deliver to the Trustee may withhold notice annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of any continuing Default or Event of Default from Holders of Default, to deliver to the Notes if it determines that withholding notice is in their interest, except Trustee a statement specifying such Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. The Events of Default relating to the 2017 B Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the 2017 B Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2017 B Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the 2017 B Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration 2017 B Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of interest on, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or the principal of, any of the acceleration2017 B Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In the case If any Event of Default (other than an Event of Default arising under Section 6.01(10specified in clause (6) or (117) of Section 6.01(a) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default Indenture with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, the Required 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 (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, . The Required Holders by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default relating to the in payment of the principal of, or interest, premium or Additional Interestpremium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Issuer is required to deliver to the Trustee mayannually a statement regarding compliance with the Indenture, on behalf and the Issuer is required within five (5) Business Days after becoming aware of all of any Default, to deliver to the Holders, rescind an acceleration Trustee a statement specifying such Default and its consequences, if what action the rescission would not conflict Issuer proposes to take with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedrespect thereto.

Defaults and Remedies. The Notes have the Events of Default are specified as set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuer and the Guarantors, or the registered Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes by written notice to the Issuer and the Guarantors (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may declare all the Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture, including in the case of the Guarantees, the standstill provisions of Article 10 of the Indenture and the subordination provisions of Article 11 of the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity satisfactory to it. 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 notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, may rescind an any acceleration and its consequences, consequence if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal, interest or premium or Additional Interestpremium, if any, or interest that has become due solely because of such acceleration. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the acceleration) have been cured or waivedprovisions of the Indenture.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of If an Event of Default arising under Section 6.01(10) (other than certain bankruptcy Events of Default with respect to the Issuer, the Guarantor or (11) any material subsidiary of the Indenture, all outstanding Issuer) under the Indenture occurs with respect to the Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, then the Trustee or may and, at the direction of the Holders of at least 25% in aggregate principal amount of all of the Outstanding Securities of all series affected (voting together as a single class), shall by written notice, require the Issuer to repay immediately the entire principal amount of all of the Outstanding Securities of all series affected, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer, the Guarantor or any material subsidiary of the Issuer occurs and is continuing, then outstanding Notes may declare the entire principal amount of all of the Notes to be Outstanding Securities (including the Notes) will automatically become due immediately and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or Indenture, the Notes or related Guarantees except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture, the Notes or related Guarantees unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of all of the then outstanding Notes may Outstanding Securities of all series affected (voting together as a single class) to direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes notice of certain continuing defaults or Events 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 of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. The Events of Default relating to the Notes of this series are specified defined in Section 6.01 of the Indenture. In the case If any Event of Default (other than an Event of Default arising under Section 6.01(10from certain events of bankruptcy or insolvency) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes of the affected series (voting as a single class) by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes of such series waive any existing Default or and its consequencesconsequences under the Indenture with respect to such series of Notes except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes of such series held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 Business Days after becoming aware of any Default with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: Delphi Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) have been cured or waived.▇▇▇-▇▇▇▇ Attention: Treasurer To assign this Note, fill in the form below:

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Requisite Holders of at least 25% in principal amount of may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes may declare all the 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, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, the Requisite 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 notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, . The Requisite Holders by notice to the Trustee may on behalf of all the Holders waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default relating to the in payment of the principal of, or interest, premium or Additional Interestpremium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Issuer is required to deliver to the Trustee mayannually a statement regarding compliance with the Indenture, on behalf and the Issuer is required within five Business Days after becoming aware of all of any Default, to deliver to the Holders, rescind an acceleration Trustee a statement specifying such Default and its consequences, if what action the rescission would not conflict Issuer proposes to take with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedrespect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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 relating to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) have been cured or waivedare required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within ten Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(h) or 6.01(i) of the Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium) if it determines that withholding notice is in their interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequencesconsequences under the Indenture except as provided in the Indenture. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, if and, so long as any Notes are outstanding, the rescission would not conflict with Issuers are required upon becoming aware of any judgment Default or decree and if all existing Events Event of Default, to deliver to the Trustee a statement specifying such Default (except nonpayment or Event of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(j) or (k) of the Indenture with respect to the Company or a Subsidiary Guarantor, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Collateral Agreements except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it with respect to the Notes. The Trustee may withhold from Holder notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium interest or Additional Interestpremium, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequencesconsequences under the Indenture, if except as provided in the rescission would not conflict Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and within 10 Days of any judgment of its Officers or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because any of the acceleration) have been cured Company’s Officers becoming aware of any Default or waivedEvent of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an An Event of Default arising under Section 6.01(10is: (a) default in the payment of any installment of interest upon the Notes (or (11) other Debt Securities of the Indenturesame series), all outstanding and continuance of such default for 15 days after receipt by the Company of written notice of such default from any Person; (b) default in the payment of the principal of or premium, if any, on the Notes will (or other Debt Securities of the same series), as the same shall become due and payable immediately without further action either at maturity, upon redemption, by declaration or noticeotherwise; (c) failure by the Company to observe or perform any other covenants under the Indenture for 90 days after receipt by the Company of a written notice by the Trustee or receipt by the Company and the Trustee of written notice by Holders of at least 25% of the aggregate principal amount of the Notes (or other Debt Securities of the same series) then outstanding; and (d) certain events of bankruptcy, insolvency and reorganization as described in the Indenture. If any other an Event of Default Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may may, and the Trustee at the request of such Holders shall, declare all the Notes to be due and payable immediatelypayable. Holders may not enforce the Indenture or the Notes Notes, or take any action with respect to any Event of Default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitationslimitations under the Indenture, Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may direct in accordance with the provisions of the Indenture the Trustee in its exercise of any trust or power. The Trustee may withhold notice , including waiver of all past defaults, rescission and annulment of a declaration of acceleration and its consequences and exercise of any continuing Default right, remedy or power available to the Trustee. Prior to any declaration accelerating the maturity of the Notes, the Holders of a majority in principal amount of the outstanding Notes may, on behalf of the Holders of the Notes, waive any past default or Event of Default from Holders of with respect to the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to default (i) in the payment of principal of, or interest, premium or Additional Interestpremium, if any, onor interest, if any, on the Notes or (ii) in regard to a covenant or provision applicable to that series that cannot be modified or amended without the consent of the Holder of each outstanding Note. After the principal of all outstanding Notes has been declared due and payable but before any judgment or decree for the payment of the money has been obtained or entered, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice may waive all defaults with respect to the Trustee may, on behalf of all of the Holders, Notes and rescind an acceleration and its consequences, annul that declaration if the rescission would not conflict Company has paid or deposited with any judgment or decree and if the Trustee a sum sufficient to pay all existing Events of Default (except nonpayment matured installments of principal, interest or premium or Additional Interestpremium, if any, that and interest which has become due solely other than by acceleration, and any and all other Events of Default with respect to the Notes have been remedied, cured or waived. Trustee Dealings with Company. Except as prohibited by the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its Affiliates and may otherwise deal with the Company or its Affiliates as if it were not the Trustee. No Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest on the Notes issued under the Indenture or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any of the Company’s obligations, covenants or agreements in the Indenture, or in Notes or because of the acceleration) have been cured creation of any Indebtedness represented thereby, shall be had against any of the Company’s incorporators, stockholders, officers, directors or waivedemployees or of any successor Person thereof. Each Holder, by accepting Notes issued under the Indenture, waives and releases all such liability. The waiver and release are a condition of, and part of the consideration for the issuance of the Notes.

Defaults and Remedies. Events of Default are include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon prepayment or otherwise; and (iii) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 50% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture and the Notes; or (iv) the events of bankruptcy or insolvency specified in Indenturethe Indenture with respect to the Company or any of its Significant Subsidiaries. In the case of an If any Event of Default arising under Section 6.01(10specified in clause (i) or (11ii) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. If any Event of Default specified in clause (iii) occurs and is continuing, the Trustee or the Holders of at least 50% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in the Indenture, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the HoldersNotes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Trustee (in the event Holders of a majority in aggregate principal amount of the Notes then outstanding have not declared the Notes to be due and payable immediately) or Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, if and the rescission would not conflict with Company is required within 10 days of an officer becoming aware of any judgment Default or decree and if all existing Events Event of Default, to deliver to the Trustee a statement specifying such Default (except nonpayment or Event of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal of, premium, if any, and interest on all of the Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with Notes waive any judgment existing Default or decree and if all existing Events Event of Default (under the Indenture except nonpayment a Default in payment of principalthe principal of, interest or premium or Additional Interestpremium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuers and each Guarantor (to the extent that has become due solely because such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the acceleration) have been cured Trustee a statement specifying such Default or waivedEvent of Default and the status thereof.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy, insolvency or (11) of reorganization specified in the IndentureIndenture with respect to the Parent Guarantor, the Company or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate * Not to be included for Exchange Notes. principal amount of the then outstanding Notes may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default and its consequences under the Indenture except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Company is required to deliver to the Trustee may withhold notice annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of any continuing Default or Event of Default from Holders of Default, to deliver to the Notes if it determines that withholding notice is in their interest, except Trustee a statement specifying such Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are specified set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest or premium the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Collateral Documents, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. The Events of Default relating to the Notes are specified set forth in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may may, subject to certain conditions and limitations set forth in the Indenture, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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 described in the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any Designated Senior Debt is outstanding, the Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of the Indenture. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the IndentureIndenture or the Trust Indenture Act. 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, on, the Notesor interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing or past Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in payment of principalthe principal of, interest or premium or Additional Interestpremium, if any, or interest on, any of the Notes (other than nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waivedheld by a non-consenting Holder. The Company and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Company proposes to take with respect thereto.

Defaults and Remedies. Certain events of bankruptcy or insolvency respecting the Company are Events of Default are specified that will result in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) principal amount of the IndentureNotes, all outstanding Notes will become together with premium, if any, and Interest thereon, becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. If any other Event of Default with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then Outstanding may declare the principal amount of all the Notes, together with premium, if any, and Interest thereon, to be due and payable immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, at any time after such a declaration of acceleration has been made, the Holders of a majority in principal amount of the then outstanding Notes Outstanding Notes, by written notice to the Trustee, may declare rescind such declaration and annul its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all Events of Default with respect to the Notes to be Notes, other than the nonpayment of the principal, premium, if any, or Interest which has become due and payable immediatelysolely by such declaration acceleration, shall have been cured or shall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require reasonable indemnity or security before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Events Each of Default are specified in Indenture. In the case of following constitutes an Event of Default arising under Section 6.01(10Default: (i) or (11) default by the Company in the payment of interest on the Indenture, all outstanding Notes will become when the same becomes due and payable immediately without further action and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or noticepremium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes and (4) certain events of bankruptcy or insolvency with respect to the Company. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the 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, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are specified include: (i) default for 30 days in Indenture. In the case payment when due of interest on the Debentures; (ii) default in payment when due of principal of or premium, if any, on the Debentures when the same becomes due and payable at maturity, in connection with an Event of Default arising under offer to purchase or otherwise, (iii) failure by the Company to comply with Section 6.01(10) or (11) 4.09 of the Indenture, all ; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Debentures then outstanding Notes will become due and payable immediately without further action voting as a single class to comply with certain other agreements in the Indenture or noticethe Debentures; (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; or (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may Debentures, by written notice to the Company (and to the Trustee if given by the Holders) may, and the Trustee at the request of such Holders shall, declare all the Notes Debentures to be due and payable. Notwithstanding the foregoing, in the case of an Event if Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes Debentures except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Debentures notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Debentures then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Debentures waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalinterest on, interest or premium the principal of, the Debentures. 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 Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of insolvency with respect to the IndentureIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within ten (10) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the 2017 A Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture Indenture, the 2017 A Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2017 A Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the 2017 A Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration 2017 A Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of interest on, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or the principal of, any of the acceleration2017 A Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the then outstanding Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency of the Issuer, the principal of, premium, if any, and interest on all the then outstanding Notes shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any or Event interest) if and so long as a committee of Default from Holders of the Notes if it its Trust Officers in good faith determines that withholding notice is in their interest. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture, except a continuing Default or Event of Default relating to in the payment of the principal of, or interest, premium or Additional Interestpremium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided that subject to Section 6.02 of the Notes. The Indenture, that the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, may rescind an acceleration and its consequences, if including any related payment default that resulted from such acceleration. The Issuer is required to deliver to the rescission Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required to deliver to the Trustee, within 30 days after the occurrence of a Default, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would not conflict become, an Event of Default, its status and what action the Issuers are taking or propose to take with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedrespect thereto.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy, insolvency or (11) of reorganization specified in the IndentureIndenture with respect to the Company or any Significant Subsidiary, the principal of, and accrued interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to the Holders, more than two years prior to such notice of Default. The Trustee may withhold from Holders 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 not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default or Event of Default under the Indenture and its consequences under the Indenture except a Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Company is required to deliver to the Trustee may withhold notice annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of any continuing Default or Event of Default from Holders of Default, to deliver to the Notes if it determines that withholding notice is in their interest, except Trustee a statement specifying such Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Certain events of bankruptcy or insolvency are Events of Default are specified that will result in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) principal amount of the IndentureNotes, all outstanding Notes will become together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. If any other Event of Default with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal amount of all the Notes Notes, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, however, if at any time after such a declaration of acceleration has been made, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Trustee, may rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely by the declaration of acceleration. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waived.

Defaults and Remedies. Events of Default are specified set forth in the Indenture. In Subject to certain limitations in the case of Indenture, if an Event of Default arising under (other than an Event of Default specified in Section 6.01(106.01(6) or (117) of the IndentureIndenture with respect to the Company, all outstanding Notes will become due and payable immediately without further action Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or notice. If any other Event of Default their respective Significant Subsidiaries that are Guarantors) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least not less than 25% in of the principal amount of the Notes then outstanding Notes outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to be the contrary notwithstanding. If an Event of Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect to the Company, Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or any of their respective Significant Subsidiaries that are Guarantors, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. 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 notice of any continuing Default default (except a default in payment of principal, premium, if any, or Event interest on the Notes or a default in the observance or performance of Default from Holders any of the Notes obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedbest interests.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2535% in aggregate principal amount of the then outstanding Notes (with a copy to the Trustee) may declare the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interestpremium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalprincipal of, interest or premium or Additional Interestpremium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes); provided, however, that has become due solely because the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration) have been cured . The Company is required to deliver to the Trustee annually an Officer’s Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or waivedEvent of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In the case If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer) occurs under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs Indenture and is continuing, the Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then total outstanding Notes) or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then outstanding 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 Issuer, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interestDefault, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequencesconsequences under the Indenture except, if the rescission would not conflict with any judgment a continuing Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because in payment of the acceleration) have been cured interest on or waivedthe principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The only Events of Default with respect to the Subordinated Notes are specified set forth in Article V of the Base Indenture. In the case of If an Event of Default arising under Section 6.01(10) or (11) of with respect to the Indenture, all outstanding Subordinated 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 principal amount of the then outstanding Outstanding Subordinated Notes may declare the principal amount of, premium, if any, and all accrued but unpaid interest, if any, on all the Subordinated Notes to be due and payable immediately, by a written notice to the Company (and to the Trustee, if given by Holders), and upon such a declaration the principal amount (or specified amount), premium and interest of the Subordinated Notes shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default with respect to the Subordinated Notes occurs as a result of the happening of any event of the kind specified in the first sentence of the second paragraph of Section 1501 of the Base Indenture involving the Company, the principal of all Outstanding Subordinated Notes, premium, if any, and any interest accrued thereon shall become due and payable immediately without any further action on the part of the Trustee or the Holders. Holders may not enforce the Subordinated Indenture or the Subordinated Notes except as provided in the Subordinated Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Subordinated Notes notice of any default under the Subordinated Indenture (except a default relating to the payment of principal of, premium, if any, or interest on the Subordinated Notes) if it determines that withholding notice is in their interest. The Holders of note less than a majority in principal amount of the Outstanding Subordinated Notes may on behalf of the Holders of all of the Subordinated Notes waive any past default or its consequences under the Subordinated Indenture, except a Default or Event of Default relating to the default in payment of the principal of, or interest, premium or Additional Interestpremium, if any, or interest on, any of the Subordinated Notes. The Holders of Company is required to deliver to the Trustee annually a majority in aggregate principal amount of statement regarding compliance with the then outstanding Notes by Subordinated Indenture, and the Company is required to give prompt written notice to the Trustee mayof any insolvency, on behalf bankruptcy, receivership, conservatorship, reorganization, readjustment of all debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Company as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default Subordinated Notes under Section 1501 (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because Agreement to Subordinate) of the acceleration) have been cured or waivedBase Indenture.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may may, except under the conditions specified in Section 6.02(c) of the Indenture, declare all the 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 Issuer, any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the this Indenture or the Notes except as provided in the this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf may waive any existing Default or Event of all of the Holders, rescind an acceleration Default and its consequences, if the rescission would not conflict with any judgment consequences under this Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium or Additional Interestadditional interest, if any, that has become on, or the principal of, the Notes or a Default or Event of Default in the Issuer’s obligations to deliver the consideration due solely because upon conversion of the acceleration) have been cured Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Issuer is required, upon becoming aware of any Default or waivedEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. This Note and the other Notes have the Events of Default are specified as set forth in Section 6.01 of the Indenture. In the case of If an Event of Default arising under (other than an Event of Default specified in Section 6.01(106.01(a)(viii) or (11ix) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee or the registered Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding Notes may by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare all this Note and the Notes other Notes, and any Additional Amounts and accrued interest, to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in this Note and the other Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture Indenture, this Note, the other Notes or the Notes Security Documents except as provided in the Indenture. The Trustee and the Security Agent may refuse to enforce the Indenture, this Note or the other Notes unless it receives security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee and the Security Agent in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, may rescind an any acceleration and its consequences, consequence if the rescission would not conflict with any judgment or decree and if all existing Events of Default (have been cured or waived except nonpayment of principal, interest or premium or Additional Interestpremium, if any, or interest that has become due solely because of such acceleration. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the acceleration) have been cured or waivedprovisions of the Indenture.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11Subject to 6.02(b) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If 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 then-outstanding Notes may declare all the 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 any Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then then-outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principalthe principal of, interest or premium or Additional Interestpremium, if any, that has become due solely because or interest on the Notes or a covenant or provision of the acceleration) have been cured Indenture which cannot be modified or waivedamended without the consent of the Holder of each outstanding Note affected. The Issuers are 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 and the remedial action the Company proposes to take in connection therewith.

Defaults and Remedies. Events An Event of Default are specified is: default for 30 days in Indenturepayment of interest on the Notes; default in payment of principal on the Notes when due; failure by the Company for 60 days after appropriate notice to it to comply with any of its other agreements contained in the Indenture or the Notes; default by the Company or any Subsidiary with respect to its obligation to pay principal of or interest on indebtedness for borrowed money aggregating more than $20.0 million or the acceleration of such indebtedness if not withdrawn within 15 days from the date of such acceleration; and certain events of bankruptcy, insolvency or reorganization of the Company or any of its Significant Subsidiaries. In the case of If an Event of Default arising under Section 6.01(10(other than as a result of certain events of bankruptcy, insolvency or reorganization) or (11) of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Notes may declare all unpaid principal of and accrued interest to the date of acceleration on the Notes then outstanding to be due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization, all unpaid principal of and accrued interest on the Notes then outstanding shall become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating interests. The Company is required to file periodic reports with the Trustee as to the payment absence of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waiveddefault.

Defaults and Remedies. Events If any Event of Default are specified set forth in Indenturethe Indenture occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. In Notwithstanding the preceding, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy, insolvency or (11) of reorganization described in the IndentureIndenture with respect to the Company or the Operating Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, or interest, premium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on, on the NotesNotes and except for provisions requiring the consent of each affected Holder under Section 9.02 of the Indenture. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice Issuers are required to deliver to the Trustee mayannually a statement regarding compliance with the Indenture, on behalf and, so long as any Notes are outstanding, the Issuers are required upon becoming aware of all any Default or Event of Default, to deliver to the Holders, rescind an acceleration and its consequences, if the rescission would not conflict with any judgment Trustee a statement specifying such Default or decree and if all existing Events Event of Default (except nonpayment of principal, interest or premium or Additional Interest, if any, that has become due solely because of the acceleration) have been cured or waivedDefault.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising under from events of bankruptcy or insolvency specified in Section 6.01(106.01(f) or (11Section 6.01(g) of the IndentureIndenture with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then then-outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Issuer specifying the Event of Default; provided, however, that a Default under Section 6.01(d) of the Indenture shall not constitute an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company and the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofor interest or premium, if any, or interest, premium or Additional Special Interest, if any, on, ) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the HoldersNotes 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 Special Interest, if any, on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, if the rescission would not conflict with any judgment except a Default or decree and if all existing Events Event of Default in the payment of the principal of, or premium (except nonpayment of principalif any), interest or premium or Additional Interest, Special Interest (if any) on, that has become due solely because of the acceleration) have been cured or waiveda Note.

Defaults and Remedies. The Events of Default relating to the Series B Notes are specified defined in Indenture. In the case of an Event of Default arising under Section 6.01(10) or (11) 6.01 of the Indenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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, all outstanding Notes shall become due and payable immediately without further action or notice. Holders of Series B Notes may not enforce the Indenture Indenture, the Series B Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Series B Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Series B Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Series B Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Series B Notes waive any existing Default and its consequencesconsequences under the Indenture except a continuing Default in payment of interest on, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium or Additional Interestpremium, if any, that has become due solely because or the principal of, any of the accelerationSeries B Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) have been cured or waivedBusiness Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are specified defined in Section 6.01 of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Required Holders of at least 30% in aggregate principal amount of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under Section 6.01(10) from certain events of bankruptcy or (11) of the Indentureinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt 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 (except a Default relating to the payment of principal, premium, if any, Additional Interest, if any, or Event of Default from Holders of the Notes interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, if any, on, the Notes. The Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequencesconsequences under the Indenture except a continuing Default in payment of the principal of, premium, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principalany, interest or premium or Additional Interest, if any, that has become due solely because or interest on, any of the accelerationNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) have been cured or waivedis required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events Each of Default are specified in Indenture. In the case of following constitutes an Event of Default arising under Section 6.01(10Default: (i) or (11) default by the Company in the payment of interest on the Indenture, all outstanding Notes will become when the same becomes due and payable immediately without further action and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or noticepremium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company for 90 days after notice to comply with any of its other agreements in the Indenture or the Notes other than any agreements with respect to which a failure to observe or perform is dealt with otherwise in the Indenture or Notes or is expressly included in the Indenture or Notes solely for the benefit of a series of notes other than these Notes and (iv) certain events of bankruptcy or insolvency with respect to the Company. Notwithstanding the foregoing, no Event of Default will have occurred under the Notes if the Company fails to file timely any annual report or information, document or other report that it is required to be filed with the SEC. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the 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, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) 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 from Holders of the Notes if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest, premium or Additional Interest, ) if any, on, the Notesit determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences, if consequences under the rescission would not conflict with any judgment Indenture except a continuing Default or decree and if all existing Events Event of Default (except nonpayment in the payment of principal, interest or premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Additional InterestEvent of Default, if any, that has become due solely because to deliver to the Trustee a statement specifying such Default or Event of the acceleration) have been cured or waivedDefault.