Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event (a) The following events constitute events of Default default by Lessor or any Sprint Additional Party: (i) if Lessor or any Sprint Additional Party (or any Affiliate thereof) fails to perform any obligation under any Ground Lease (other than any obligation assumed by Lessee hereunder) that results in a default or breach under such Ground Lease and such failure continues (x) for more ten (10) days, or (y) if the cure period under such Ground Lease for such default or breach (A) is less than ten (10) days, such lesser period of time or, (B) is greater than ten (10) days, such greater period of time, in each case after written notice from Lessee; (ii) if Lessor or any Sprint Additional Party (or any Affiliate thereof) violates or breaches, or fails to observe, keep, satisfy, perform and comply with, any material agreement, term, covenant, condition, requirement, restriction or provision of this Agreement in respect of any Site, and (x) Lessor or such Sprint Additional Party or Affiliate thereof (as applicable) does not cure such violation, breach or failure within thirty (30) days after Lessee gives Lessor written notice of such violation, breach or failure (or such lesser period provided herein), or (y) such violation, breach or failure (which is not a failure to pay money) is incapable of being cured within thirty (30) days, and Lessor or such Sprint Additional Party or Affiliate thereof (as applicable) does not commence to cure such violation, breach or failure within such thirty (30) day period and continuously prosecute the performance of the same to completion with due diligence, provided, if any such default causes Lessee to be in default under any Collocation Agreement existing prior to the Effective Date, the thirty (30) day periods referenced above in this Section 31(a)(ii) shall be reduced to such lesser time period as Lessee notifies Lessor in writing that Lessee has to comply under such Collocation Agreement; (iii) if Lessor or any Sprint Additional Party, or any Affiliate thereof that is the tenant under a Ground Lease for a Non-Contributable Site, becomes insolvent or makes an assignment for the benefit of creditors; or if any action is brought by Lessor seeking its dissolution or liquidation of its assets or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property; or if Lessor or any Sprint Additional Party, or any Affiliate thereof that is the tenant under a Ground Lease for a Non-Contributable Site, commences a voluntary proceeding under the Federal Bankruptcy Code; or if any action or petition is otherwise brought by Lessor seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; or if any action is brought against Lessor seeking its dissolution or liquidation of any of its assets, or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property, and any such action is consented to or acquiesced in by Lessor or any Sprint Additional Party, or any Affiliate thereof that is the tenant under a Ground Lease for a Non-Contributable Site, or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any proceeding under the Federal Bankruptcy Code is instituted against Lessor or any Sprint Additional Party, or any Affiliate thereof that is the tenant under a Ground Lease for a Non-Contributable Site, and (A) an order for relief is entered in such proceeding, or (B) such proceeding is consented to or acquiesced in by Lessor or any Sprint Additional Party, or any Affiliate thereof that is the tenant under a Ground Lease for a Non-Contributable Site, or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any action or petition is otherwise brought against Lessor seeking similar relief or alleging that it is insolvent, unable to pay its debts as they mature or generally not paying its debts as they become due, and such action or petition is consented to or acquiesced in by Lessor or any Sprint Additional Party, or any Affiliate thereof that is the tenant under a Ground Lease for a Non-Contributable Site, or is not dismissed within ninety (90) days after the date upon which it was brought; (iv) if the lease or pre-lease of any Site to Lessee is rejected under Section 365 of the Federal Bankruptcy Code; (v) the occurrence of any "event of default" by any Additional Master Lease Lessor or Additional Master Lease Sprint Additional Party under any Cross-Defaulted Master Lease and Sublease will be deemed a separate breach hereof and an "event of default" hereunder. (b) Upon the occurrence of any event of default by any Sprint Additional Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) or an event of default under Section 31(a)(v) (provided, solely with respect to an event of default under Section 31(a)(v), such event of default relates to an "event of default" by an Additional Master Lease Sprint Additional Party or any Affiliate thereof under Sections 31(a)(iii) or 31(a)(iv) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate Sprint Collocator's rights with respect to the Notes occurs leaseback or other use and occupancy of the Sprint Collocation Space at any or all Sites, by giving Sprint Collocator written notice of termination, and Sprint Collocator's rights with respect to the leaseback or other use and occupancy of the Sprint Collocation Space at the affected Site(s) will be terminated thirty (30) days after Sprint Collocator's receipt of such termination notice, provided, however, this Agreement shall otherwise remain in full force and effect. Upon the occurrence of any event of default by Lessor or any Sprint Additional Party or Affiliate thereof under Section 31(a)(i) or 31(a)(ii) in respect of any Site, Lessee may terminate, at its election, Sprint Collocator's (or its Affiliates) rights with respect to the leaseback or other use and occupancy of the Sprint Collocation Space at the affected Site, by giving Sprint Collocator written notice of termination of Sprint Collocator's (or its Affiliates') rights with respect to the leaseback or other use and occupancy of the Sprint Collocation Space at the affected Site, and this Agreement will be terminated as to Sprint Collocator's (or its Affiliates') rights with respect to Collocation Space at the affected Site thirty (30) days after Sprint Collocator 's receipt of such termination notice, provided, however, this Agreement shall otherwise remain in full force and effect. Additionally, upon the occurrence of events of default not cured during the applicable time period for curing same (whether of the same or different types) by any of the following events: the default for 30 days Lessor, any Sprint Additional Party or any Affiliate thereof under Section 31(a) and/or by any Additional Master Lease Lessors or Additional Master Lease Sprint Additional Parties or Affiliate thereof under Section 31(a) of any Cross-Defaulted Master Lease and Sublease, which defaults hereunder and thereunder are in payment when due respect of interest on the Notes; the default in payment when due more than twenty percent (20%) of the principal Cross-Defaulted Sites, in the aggregate, during any consecutive five (5) year period, which (i) results in material harm to the business and operations of Lessee and the Additional Master Lease Lessees, as a collective whole, and subject to arbitration under Section 31(h) and Section 31(h) of the other Cross-Defaulted Master Leases and Subleases, as applicable (it being understood if a right of arbitration is exercised with respect to whether an "event of default" has occurred under any Cross-Defaulted Master Lease and Sublease as to any particular "event of default" declared under such Cross-Defaulted Master Lease and Sublease, such right may not be exercised a second time hereunder as a result of the fact that such "event of default" is also an event of default under Section 31(a)(v)), as to any dispute as to whether any event of default has occurred and is continuing, and (ii) such default is not the result of any default of Lessee hereunder and/or a default of an Additional Master Lease Lessee under any other Cross-Defaulted Master Lease and Sublease or premiumthe occurrence of one or more force majeure events, Lessee shall have the right to (x) purchase all of the Sites and the other Cross-Defaulted Sites for an aggregate purchase price of $100 by giving Lessor written notice of its exercise of such purchase option (which notice shall contain a reasonably specific description of each of such events of default), and such option shall be exercised pursuant to the provisions of Section 36, mutatis mutandis, and Section 36 of the Cross Defaulted Master Leases and Subleases, mutatis mutandis, except that the Option Purchase Price shall be $100 in the aggregate hereunder and under the Cross-Defaulted Master Lease and Sublease and/or (y) terminate Sprint Collocator's rights with respect to the leaseback or other use and occupancy of the Sprint Collocation Space at any or all Sites. Notwithstanding anything to the contrary contained herein, if anyLessor disputes that it is in default hereunder, on and Lessor is determined to be in default pursuant to Section 31(h), if Lessor, within twenty (20) days following a determination that it is in default under Section 31(h), commences cure of such default and diligently completes same, an event of default with respect to Lessor shall not be deemed to have occurred (it being understood that if the Notes; underlying "event of default" occurred under another Cross-Defaulted Master Lease and Sublease, any cure period shall run and cure right shall only be exercisable under and in accordance with such Cross-Defaulted Master Lease and Sublease (and not hereunder)). Any termination by Lessee of Sprint Collocator's rights with respect to any or all Sites pursuant to this Section 31(b) shall not diminish or limit any obligation of Sprint Collocator to pay the failure Sprint Collocation Charge provided for herein or any other amounts with respect to such Site(s). (c) The following events constitute events of default by the Company Sprint Collocator: (i) if Sprint Collocator fails to comply with Section 4.17 timely pay any portion of the Indenture; the Sprint Collocation Charge, and any such failure by the Company or any of the Restricted Subsidiaries continues for 60 ten (10) days after written notice from Lessee (it being understood the Trustee or Holders of not less than 25% aggregate Sprint Collocation Charge is a single non-severable payment with respect to all of the aggregate principal Sites); (ii) if Sprint Collocator fails to timely pay any other amount payable under hereunder not constituting a portion of the then outstanding Notes Sprint Collocation Charge, and such failure continues for ten (including Additional Notes10) days after written notice from Lessee; (iii) if Sprint Collocator violates or breaches, if anyor fails to observe, keep, satisfy, perform and comply with, any material agreement, term, covenant, condition, requirement, restriction or provision of this Agreement in respect of any Site, and (x) to comply with any Sprint Collocator does not cure such violation, breach or failure within thirty (30) days after Lessee gives Sprint Collocator written notice of its other agreements in the Indenturesuch violation, Notes breach or the Note Guarantees; the failure, or (y) such violation, breach or failure (which is not a failure to pay at final maturity money) is incapable of being cured within thirty (giving effect 30) days, and Sprint Collocator does not commence to any applicable grace periods cure such violation, breach or failure within such thirty (30) day period and any extensions thereof) continuously prosecute the stated principal amount of any Indebtedness performance of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness same to completion with due diligence; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationiv) if Sprint Collocator becomes insolvent or makes an assignment for the aggregate principal amount benefit of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiarycreditors; or except as permitted if any action is brought by the Indenture Sprint Collocator seeking its dissolution or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable liquidation of its assets or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property; or if Sprint Collocator commences a voluntary proceeding under the Federal Bankruptcy Code; or if any action or petition is otherwise brought by Sprint Collocator seeking similar relief or alleging that it is insolvent or unable to pay its debts as they mature; or if any action is brought against Sprint Collocator seeking its dissolution or liquidation of any of its assets, or seeking the appointment of a trustee, interim trustee, receiver or other custodian for any of its property, and any such action is consented to or acquiesced in by Sprint Collocator or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any proceeding under the Federal Bankruptcy Code is instituted against Sprint Collocator and (A) an order for relief is entered in such proceeding, or (B) such proceeding is consented to or acquiesced in by Sprint Collocator or is not dismissed within ninety (90) days after the date upon which it was instituted; or if any action or petition is otherwise brought against Sprint Collocator seeking similar relief or alleging that it is insolvent, unable to pay its debts as they mature or generally not paying its debts as they become due, and such action or petition is consented to or acquiesced in by Sprint Collocator or is not dismissed within ninety (90) days after the date upon which it was brought; (v) if Sprint Collocator rejects its rights to sublease or right to use any Site under Section 365 of the Bankruptcy Code; or (vi) the occurrence of any "event of default" by any Additional Master Lease Sprint Collocator under any Cross-Defaulted Master Lease and Sublease will be deemed a separate breach hereof and an "event of default" hereunder. (d) Upon the occurrence of any event of default by Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or 31(c)(v) or an event of default under Section 31(c)(vi) (provided, solely with respect to an event of default under Section 31(c)(vi), such event of default relates to an "event of default" by an Additional Master Lease Sprint Collocator under Sections 31(c)(i), 31(c)(iv) or 31(c)(v) of a Cross-Defaulted Master Lease and Sublease), Lessee may terminate this Agreement as to the leaseback or other remedy thereunderuse and occupancy of the Sprint Collocation Space at any or all Sites leased, unless: such Holder has previously given used or occupied by Sprint Collocator by giving Sprint Collocator written notice of termination, and this Agreement will be terminated as to such Sites thirty (30) days after Sprint Collocator's receipt of such termination notice; provided, however that no such notice of termination given as a result of a failure set forth in Section 31(c)(i) shall be effective unless and until such failure continues for an additional ten (10) Business Day period after Lessee has given Sprint Collocator an additional written notice of such failure which contains the following statement in capital letters and bold face type: "THIS NOTICE CONSTITUTES THE FINAL NOTICE OF NON-PAYMENT AND IF YOU FAIL TO PAY ALL OUTSTANDING AMOUNTS WITHIN TEN (10) BUSINESS DAYS AFTER THIS NOTICE, YOUR RIGHTS UNDER THE MASTER LEASE AND SUBLEASE AGREEMENT MAY BE TERMINATED." Upon the occurrence of any event of default by Sprint Collocator under Section 31(c)(ii) as to the Trustee Sprint Collocation Space of a continuing Event of Default; Holders of Site, Lessee may terminate, at least 25% in aggregate principal amount its election, this Agreement as to the applicable Site or Sprint Collocator's leaseback or other use and occupancy of the then outstanding Notes shall have made written request Sprint Collocation Space at such Site at any time prior to the Trustee ninetieth (90) day after the occurrence of such event of default by giving Sprint Collocator written notice of termination, and this Agreement will be terminated as to institute proceedings the applicable Site or as to the applicable Sprint Collocation Space, as applicable, thirty (30) days after Sprint Collocator's receipt of such termination notice. Additionally, upon the occurrence of events of default not cured during the applicable time period for curing same (whether of the same or different types) by Sprint Collocator under Section 31(c) and/or by any Additional Master Lease Sprint Collocators under Section 31(c) of any Cross-Defaulted Master Lease and Sublease, which defaults hereunder and thereunder are in respect of such Event more than twenty percent (20%) of Default the Cross-Defaulted Sites, in its own name as Trustee under the Indenture; such Holder or Holders offer andaggregate, if requestedduring any consecutive five (5) year period, provide which (i) results in material harm to the Trustee security or indemnity satisfactory business and operations of Lessee, and the Additional Master Lease Lessees, as a collective whole, and subject to it against any costs, expenses arbitration under Section 31(h) and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount Section 31(h) of the then outstanding Notes do not give the Trustee other Cross-Defaulted Master Leases and Subleases, as applicable (it being understood if a direction inconsistent right of arbitration is exercised with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.res

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Each of the following events: is an “Event of Default”: (1) default in any payment of principal on any Security when due (at Maturity, upon redemption or otherwise), continues for 15 days; (2) default in the default payment of interest (if any) and Additional Amounts (if any) on any Security when due, continues for 30 days days; (3) the Company’s failure to comply with any other obligation contained in payment when due of interest on the Notes; the Indenture (other than a covenant default in payment when due whose performance or whose breach is elsewhere in Section 5.01 of the Indenture specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given to the Company by the Trustee written notice, as provided in accordance with Section 1.05 of the Indenture, specifying such default or breach and requiring it to be remedied; (4) the Company’s failure, or the failure of any Material Subsidiary, (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note, guarantee or premiumother similar instruments on the scheduled or original date due (following the giving of such notice, if any, on as required under the Notes; document governing such indebtedness and as extended by any applicable cure period) or (b) to observe or perform any agreement or condition relating to such indebtedness such that such indebtedness has come due prior to its Stated Maturity and such acceleration has not been cured, unless (in the failure case of clauses (a) and (b)) (i) the aggregate amount of such indebtedness is less than €100,000,000 or (ii) the question of whether such indebtedness is due has been disputed in good faith by the Company to comply with Section 4.17 of the Indenture; the failure by appropriate proceedings and such dispute has not been finally adjudicated against the Company or the Material Subsidiary, as the case may be; (5) if the Company is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of the Restricted Subsidiaries for 60 days after written notice from the Trustee such debts or Holders a moratorium is agreed or declared in respect of not less than 25% or affecting all or any part of the aggregate principal amount (or of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofa particular type of) the stated principal amount of any Indebtedness debts of the Company or any Restricted Subsidiary, or event occurs which under the acceleration laws of any relevant jurisdiction has an analogous effect to any of the final stated maturity foregoing events; or (6) if any Material Subsidiary is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of any such Indebtedness (Material Subsidiary or any event occurs which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by under the Company or such Restricted Subsidiary of notice laws of any such acceleration) if relevant jurisdiction has an analogous effect to any of the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated foregoing events (in each case with respect to which the 30-day period described above has passedcase, a “Material Subsidiary Insolvency Event”), equals $200.0 million or more at provided that no Event of Default under this paragraph (ii) will occur in relation to any time; such Material Subsidiary Insolvency Event unless (x) the failure credit rating assigned by any Rating Agency to the long-term, unsecured and unsubordinated indebtedness of the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a within the period of 60 days; certain events of bankruptcy or insolvency with respect days immediately following such Material Subsidiary Insolvency Event is less than the credit rating assigned by such agency to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guaranteeslong-term, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force unsecured and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf unsubordinated indebtedness of the Company immediately prior to or on the effective date of such Material Subsidiary Insolvency Event and (y) a Rating Agency making a Rating Downgrade publicly announces or confirms that such Rating Downgrade was the result of any Restricted event or circumstance comprised in or arising as a result of, or in respect of, such Material Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeInsolvency Event. In Upon the case occurrence and continuation of an any Event of Default arising from certain events of bankruptcy or insolvencyDefault, with respect to the Company, any Restricted Subsidiary 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, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities of the affected series may declare all the Notes principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), in accordance with Section 1.05 of the Indenture. Subject Upon any such declaration, the Securities of such series shall become due and payable immediately. At any time after such a declaration of acceleration with respect to certain limitationsoutstanding Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on all Securities of that series, (b) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (d) all sums paid or advanced by the Trustee hereunder and the reasonable and documented compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal and other amounts of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct Securities of any series by notice to the Trustee in its exercise of may waive any trust or power. The Trustee will be required to give notice to Holders within 90 days after a past default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interestaffecting such series, except a Default or Event of Default relating to an uncured default in the payment of principal of, premium on, if any, and of or interest on such series of Securities or an uncured default relating to a covenant or provision of the NotesIndenture that cannot be modified or amended without the consent of each affected Holder. Holders of a majority in aggregate principal amount of the outstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, in each case with respect to such series and subject to the limitations specified herein. Subject to the provisions Article 6 of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing’s duties, the Trustee will be under no obligation to exercise any of the its rights or and powers under the Indenture at the request or direction unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may incur. No Holder of Securities of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall series will have any right to institute any proceeding, judicial or otherwise, proceeding with respect to the Indenture, Indenture or for the appointment Securities of a receiver or trustee, the series or for any other remedy thereunder, unless: : (1) such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default; Default under the Securities of the series has occurred; (2) Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes shall Securities of the relevant series have made a written request to the Trustee to institute the proceedings in respect of such the Event of Default or breach in its own name as Trustee under the Indenture; such Holder or ; (3) the Holders offer and, if requested, provide of the Securities of the relevant series have offered to the Trustee security or reasonable indemnity satisfactory against the cost and other liabilities of instituting a proceeding and provided a written request to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within at its Corporate Trust Office; (4) the Trustee for 60 days after its receipt of thereafter has failed to institute any such request and offer of security or indemnityproceeding; and and (5) during such 60 60-day period, the Holders of a majority in aggregate principal amount of the then outstanding Notes do Securities of the relevant series have not give given the Trustee a direction that is inconsistent with such written request. The , it being understood and intended that no one or more Holders of a majority shall have any right in aggregate principal amount any manner whatever by virtue of, or by availing of, any provision of the then outstanding Notes by written notice Indenture to affect, disturb or prejudice the Trustee may, on behalf rights of all any other Holders, rescind an acceleration or waive to obtain or to seek to obtain priority or preference over any existing Default other Holders or Event of Default and its consequences to enforce any right under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the manner herein provided and for the equal and ratable benefit of all the Holders. Notwithstanding any other provision of the Indenture, the right of any Holder of a Security to receive payment of principal ofprincipal, premium oninterest and Additional Amounts, if any, on the Security, on or interest onafter the respective due dates expressed in the Security (including in connection with a Change of Control Offer), or to institute a suit for the Notesenforcement of any such payment on or after such respective dates, shall not be impaired without the consent of such Holder.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon include: (i) the occurrence of failure to pay interest on any of Notes when the following events: same becomes due and payable and the default continues for a period of 30 days in days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment when due to purchase Notes tendered pursuant to a Change of interest Control Offer) on the Notesdate specified for such payment in the applicable offer to purchase; the default in payment when due of the principal of or premium, if any, on the Notes; the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries Obligors for 60 days after written notice from to the Obligors by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Issuer, the Guarantor or any Restricted SubsidiarySubsidiary of the Guarantor, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company Issuer, the Guarantor or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; (v) the failure by Issuer, the Company Guarantor or any of the Restricted Subsidiary to pay final judgments aggregating in excess Subsidiaries of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Guarantor that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Issuer or the Guarantor in writing of its inability to pay its debts as they become due; or except as permitted by (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Indenture Issuer or the Note GuaranteesGuarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Issuer, the Guarantor or any Note of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Issuer, the Guarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Issuer, the Guarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days; or (vii) the Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, other than in accordance with the terms of the Indenture, or the Company Guarantor denies or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirms in writing its obligations under its Note the Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture. In the case of an If any Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby notice in writing to the Obligors and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in clauses (v) or (vi) in the second preceding paragraph above occurring with respect to the Issuer or the Guarantor, all unpaid principal of and accrued and unpaid interest on all of the 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Obligors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Obligors are required, within five Business Days of any Authorized Person becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (a) a Default in any of the following events: the default for 30 days in payment when due of interest on any Note of such series when the Notessame becomes due and payable occurs, and such default continues for a period of 30 days; (b) a Default in the default in payment when due of the principal of or premium, if any, on any Note of such series when the Notessame becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by (c) the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) guarantor fails to comply with any of its other agreements in the IndentureNotes, Notes the Indenture or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness guarantee of the Company Notes, as applicable (other than those referred to in (a) or (b) above) and such failure continues for 90 days after the notice specified below; (d) any Restricted Subsidiaryguarantee with respect to the Notes ceases for any reason to be, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt asserted by the Company or such Restricted Subsidiary of notice of the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any such accelerationguarantee of the Notes; and (e) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to involving the Company or any Restricted Subsidiary that guarantor. A Default with respect to Notes of a series under clause (c) above is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of not an Event of Default arising from certain events of bankruptcy or insolvency, with respect until the Trustee (by written notice to the Company, any Restricted Subsidiary 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 Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default occurs and is continuing with respect to Notes of this series, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of this series may declare all the Notes of this series to be due and payable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes of this series being due and payable immediately upon the occurrence of such Events of Default. Noteholders 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 indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the in payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right it in good faith determines that withholding notice is not opposed to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notestheir interest.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes 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 on all 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in clauses (v) or (vi) in the second preceding paragraph above occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe 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, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Events of Default include: (i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise, (iii) the failure of the Company or any Guarantor to comply with any covenant or agreement contained in the Indenture, which default continues for a period of 90 days after the Company receives a written notice specifying the default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (including any Additional Notes subsequently issued under this Indenture) (except in the case of a default with respect to Section 5.01, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of time requirement); (iv) default under any agreement governing indebtedness of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notesits Significant Subsidiaries, if anythat Default (A) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the is caused by a failure at to pay at final maturity (the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions thereofof time for payment of such indebtedness; or (B) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedindebtedness prior to its express maturity, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if and in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity indebtedness unpaid or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals aggregates $200.0 100.0 million or more at any timeand has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; (v) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by (vi) the Indenture or the Note Guarantees, failure of any Note Guarantee shall be held in by any judicial proceeding to be unenforceable or invalid or shall cease for any reason Significant Subsidiary to be in full force and effect, or effect (other than in accordance with the Company terms of such Note Guarantee and the Indenture) or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing Guarantors denies its obligations liability under its Note GuaranteeGuarantee and such Default continues for 10 days. In Holders may not enforce the case of an Event of Default arising from certain events of bankruptcy Indenture or insolvency, with respect to the Company, any Restricted Subsidiary 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 Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, interest or interestSpecial Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ,) if it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir 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 Holdersthe Holders of Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or interest Special Interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon obtaining knowledge of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes 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 on all 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe 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, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Special Interest, if any, on any of the Notes; the (ii) default in the payment when due of the principal of or premium, if any, on any of the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the , (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any Section 3.09, 4.10, 4.15 or 4.19 of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary of its Subsidiaries to observe or perform any other agreement in the Indenture or the Security Documents for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default under certain other agreements relating to Indebtedness of the Company and its Subsidiaries which default is caused by the failure to pay principal of, or interest or premium, if any, on, such Indebtedness, or results in the acceleration of such Indebtedness prior to its express maturity; (vi) final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided the aggregate amount of such judgments exceeds $25.0 million (excluding those covered by insurance); certain events (vii) the repudiation of bankruptcy or insolvency with respect to the Security Documents by the Company or any Restricted Subsidiary that is a Significant SubsidiaryGuarantor or the unenforceability of the Security Documents under certain circumstances; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under such Guarantor's Subsidiary Guarantee; (ix) the breach by any Person (other than the Company and its Note Guarantee. In Subsidiaries) of its obligations under, or the case of an Event of Default arising from termination or failure to be in full force of, a Major Project Document, unless such breach when taken together with all other such breaches would not be materially adverse to the Company and its Subsidiaries taken as a whole; and (x) certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. 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. 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 and the Collateral Trust Agreement. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Special Interest, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, ) if it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium onor premium, if any, or interest or Special Interest, if any, on, 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 Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to include: (i) the Notes occurs upon the occurrence of any of the following events: the default Company defaults for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the NotesNotes whether or not prohibited by the subordination provisions of the Indenture; (ii) the default Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the failure Notes (including, but not limited to, amounts due in connection with Mandatory Redemption), whether or not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; the failure by , (iii) the Company or any of its Subsidiaries fails to comply with the Restricted provisions of Section 4.10 (other than the requirement that the resolution of the Board of Directors pursuant to clause (2) of the first paragraph of Section 4.10 be set forth in an Officers' Certificate delivered to the Trustee, with respect to which the Event of Default described in clause (5) of the paragraph will apply), 4.15 or 5.01 of the Indenture; (iv) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.07 or 4.09 of the Indenture such failure continues for 30 days; (v) the Company or any of its Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes voting as a single class; (including Additional Notes, if anyvi) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at certain final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by judgments against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or Company, any Restricted Subsidiary that is a Significant Subsidiary; Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 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, any Restricted Subsidiary 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, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Liquidated Damages) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, premium onthe Notes; provided, if anyhowever, that at any time after a declaration of acceleration under the Indenture, but before a judgment or interest ondecree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may rescind such declaration and its consequences given certain circumstances 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 upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Any of the following eventsevents constitutes an "Event of Default" under the Indenture: (a) default in the payment of principal of (or Redemption Price, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default for 30 days in the payment when due of interest on any Note when the Notessame becomes due and payable, and such default continues for a period of 30 days; the (c) default in payment when due the performance or breach of Article Five of the principal of Indenture or premium, if any, on the Notes; the failure by the Company to comply make or consummate an Offer to Purchase in accordance with Section 4.17 4.11 or Section 4.12 of the Indenture; (d) default in the failure by performance of or breach of any covenant or agreement of the Company in the Indenture or any under the Notes (other than a default specified in clause (a), (b) or (c) above), and such default or breach continues for a period of the Restricted Subsidiaries for 60 30 consecutive days after written notice from by the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 Holders of at least 25% in aggregate principal amount of the Notes then Outstanding: (e) there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness exists on the Effective Date or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee may, and at the direction of the Holders of at least 25% in aggregate principal amount of the Notes may then Outstanding shall, declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. 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 at least 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Each of the following constitutes an Event of Default with respect to the Notes: (i) default in the payment of any installment of interest upon the Notes occurs as and when due and payable, and continuance of such default for a period of 30 days; (ii) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at Stated Maturity, upon any redemption, by declaration or otherwise; (iii) default in the performance, or breach, of any covenant or agreement of the Issuer or the Guarantor in respect of the Notes (other than a covenant or agreement in respect of the Notes a default in the performance of which or the breach of which is elsewhere in this Section is specifically dealt with) and continuance of such default or breach for a period of 60 days (or 180 days in the case of a Reporting Failure) after there has been given to the Issuer and the Guarantor by the Trustee or to the Issuer, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (iv) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or, if and so long as the Notes are guaranteed by a Guarantor, such Guarantor; (v) any Guarantee ceasing to be in full force and effect (except as otherwise provided in the Indenture), being declared in any judicial proceeding to be null and void, or being denied or disaffirmed by the applicable Guarantor; and (vi) either (1) default in the payment of any Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer after the expiration of any applicable grace period after final maturity or (2) the acceleration of Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $50 million; provided, however, that the occurrence of any of the following events: events described in clause (iii) above shall not constitute an Event of Default if such occurrence is the default for 30 days result of changes in payment when due generally accepted accounting principles as recognized by the American Institute of interest on Certified Public Accountants at the Notes; date as of which this Indenture is executed and a certificate to such effect is delivered to the default Trustee by the Issuer’s independent public accountants. If any Event of Default, other than one described in payment when due of clause (iv) above, occurs and is continuing, then, unless the principal of or premiumand accrued and unpaid interest on all the Notes shall have already become due and payable, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from either the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with may declare the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which and interest on all the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding Notes to be unenforceable or invalid or shall cease for any reason to be in full force due and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteepayable. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to then in each and every such case, unless the Companyprincipal of and accrued and unpaid interest on all the Notes shall have already become due and payable, any Restricted Subsidiary that is a Significant Subsidiary or any group the principal of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and interest on all outstanding the Notes will shall become due and payable immediately immediately, without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; determines in good faith that withholding notice is in the Holders’ interests. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, premium onor premium, if any, or interest on, the NotesNotes or an Event of Default relating to a provision of the 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 the occurrence of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under Article IV of the Indenture; , (iv) failure by the Company ---------- to comply for 30 days after notice with any of its obligations under the covenants described under Section 3.9 of the Indenture or under other covenants ----------- specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $10 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, (ix) any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 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 Securities may declare all the Notes Securities to be due and payable immediately. 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 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Notes; the (ii) default in the payment when due (at stated maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the (iii) failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Company Indenture or to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Company Indenture; (v) failure by Targa Resources or any of the its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes or the Note Guarantees; the failure (vi) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Targa Resources Partners or any of its Restricted SubsidiarySubsidiaries, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its such Guarantor’s Note Guarantee. In If any 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 CompanyFinance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners 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, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium onor Liquidated Damages, if any, on, or interest onthe 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 Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Events of Default include: (1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (2) the failure to pay the principal of any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.1 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any4) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedelapsed), equals aggregated $200.0 25.0 million or more at any time; the provided that if such failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effectremedied, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.waived or

Defaults and Remedies. An Under the Indenture, an Event of Default with respect shall occur if: (1) the Company shall fail to pay when due the Notes occurs principal, or any Redemption Price or any Fundamental Change Purchase Price of any Security, including any Make Whole Premium, when the same becomes due and payable whether at the Final Maturity Date, upon redemption, purchase, acceleration or otherwise; or (2) the occurrence Company shall fail to pay when due an installment of cash interest (including Contingent Interest and Additional Interest, if any) on any of the following events: Securities, which default continues for 60 days after the default for 30 days in payment date when due; or (3) the Company shall fail to deliver when due all cash and any shares of interest on the Notes; the default in payment when due Common Stock deliverable upon conversion of the principal of or premiumSecurities, if any, on the Noteswhich failure continues for 15 days; the failure by or (4) the Company shall fail to comply with deliver an Issuer Fundamental Change Notice within the time required to provide such notice as set forth in Section 4.17 3.01(b) of the Indenture; or (5) the failure Company shall fail to perform or observe any other term, covenant or agreement contained in the Securities or the Indenture for a period of 60 days after receipt by the Company of a Notice of Default specifying such failure; or (6) a default or defaults under the terms of one or more instruments evidencing or securing Indebtedness of the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate having an outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements greater than $50,000,000 individually or in the Indentureaggregate, Notes or the Note Guarantees; the which default (a) is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period, (giving effect b) results in the acceleration of such Indebtedness prior to any its express final maturity or (c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable grace periods and any extensions thereoflaw or applicable security documents to take ownership of, the assets securing such Indebtedness; or (7) a court having jurisdiction in the stated principal amount of any Indebtedness premises enters (x) a decree or order for relief in respect of the Company or any Restricted Subsidiaryof its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or the acceleration of the final stated maturity of any such Indebtedness other similar law or (which acceleration is not rescinded, annulled y) a decree or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by order adjudging the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged its Significant Subsidiaries a bankrupt or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effectinsolvent, or the Company approving as properly filed a petition seeking reorganization, arrangement, adjustment or any Restricted Subsidiary composition of or any Person acting on behalf in respect of the Company or any Restricted Subsidiary shall deny of its Significant Subsidiaries under any applicable federal or disaffirm state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in writing effect for a period of 90 consecutive days; or (8) (a) the Company or any of its obligations Significant Subsidiaries commences a voluntary case or proceeding under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy any applicable federal or state bankruptcy, insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary reorganization or other similar law 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 other case or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes proceeding to be due and payable immediately. Subject to certain limitations, Holders of adjudicated a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust bankrupt or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Defaultinsolvent; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.or

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events specified in clause (11) or (12) of bankruptcy or insolvency, with respect to Section 6.01 of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryIndenture, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default specified in Section 6.01 of the Indenture 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 outstanding Notes to be due and payable immediatelyimmediately in cash, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) of Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest or premium on(including the Applicable Premium), if any, and interest on the Notes. Subject ,) if it determines that withholding notice is to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium on(including the Applicable Premium), if any, on, or interest onthe 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 Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Any of the following events: events constitutes an “Event of Default” under the default for 30 days in payment when due of interest on the Notes; the Indenture: (1) default in the payment when due of the principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (2) default in the payment of interest on any Note when the Notes; the failure by same becomes due and payable, and such default continues for a period of 30 days; (3) the Company to comply with Section 4.17 defaults in the performance of or breaches any other covenant or agreement in the Indenture; Indenture or under the failure by the Company Notes (other than a default specified in clause (a) or any (b) above) and such default or breach continues for a period of the Restricted Subsidiaries for 60 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if any4) to comply there occurs with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect respect to any applicable grace periods and issue or issues of Indebtedness of the Company, any extensions thereof) the stated Subsidiary Guarantor or any Significant Subsidiary having an outstanding principal amount of any Indebtedness $75.0 million or more in the aggregate for all such issues of the Company or any Restricted Subsidiaryall such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which A) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt by such acceleration and/or (B) the Company failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount extended within 30 days of such Indebtedness, together with payment default; (5) any final judgment or order (not covered by insurance) for the principal amount payment of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating money in excess of $200.0 million75.0 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, any Subsidiary Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $75.0 million during which judgments a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (6) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, any Subsidiary Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Subsidiary Guarantor or any Significant Subsidiary or (C) the winding-up or liquidation of the affairs of the Company, any Subsidiary Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unpaid, undischarged or unstayed and in effect for a period of 60 consecutive days; certain events of bankruptcy ; (7) the Company, any Subsidiary Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency with respect or other similar law now or hereafter in effect, or consents to the Company entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Subsidiary Guarantor or any Restricted Significant Subsidiary that is a or for all or substantially all of the property and assets of the Company, any Subsidiary Guarantor or any Significant SubsidiarySubsidiary or (C) effects any general assignment for the benefit of creditors; or or (8) any Subsidiary Guarantor repudiates its obligations under its Note Guarantee or, except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding is determined to be unenforceable or invalid or shall cease for any reason cease to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of If an Event of Default arising from certain events of bankruptcy or insolvencyDefault, with respect to as defined in the CompanyIndenture, any Restricted Subsidiary 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 may, and at the direction of the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may shall, declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. 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 at least 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the Notes when due at Stated Maturity, upon redemption or otherwise, (iii) failure by the Company Partnership or any Subsidiary Guarantor to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other covenants or agreements in the Indenture, Notes or Indenture relating to the Note GuaranteesNotes; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company Issuer or, if and so long as the Notes are guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor; (v) any Guarantee ceasing to be in full force and effect or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force null and effectvoid, or the Company any Subsidiary Guarantor denying or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirming its obligations under the Indenture or its Note Guarantee; (vi) default by the Partnership or any of its Subsidiaries in the payment at the Stated Maturity, after the expiration of any applicable grace period, of principal of, premium, if any, or interest on any Debt then outstanding having a principal amount in excess of $50.0 million, or acceleration of any Debt having a principal amount in excess of such amount so that it becomes due and payable prior to its Stated Maturity and such acceleration is not rescinded within 30 days after notice; (vii) a final judgment or order for the payment of money in excess of $50.0 million (net of applicable insurance coverage) having been rendered against the Partnership or any Subsidiary and such judgment or order continues unsatisfied and unstayed for a period of 30 days and (viii) the failure of the General Partner to comply with certain separateness provisions of its limited liability company agreement or the amendment or modification of such provisions. In If any 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. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which If and so long as the Trustee has actual knowledge under in good faith so determines, the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interests. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, premium onor premium, if any, or interest on, the Notes. 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 the occurrence of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) on and after the Issue Date (A) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur) (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guarantee. If an Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of shall occur and be continuing, the principal of or premium, if any, on amount hereof may be declared due and payable in the Notes; manner and with the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements effect provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Under the Indenture, an Event of Default with respect shall occur if: (1) the Company shall fail to pay when due the Notes occurs Principal or any Fundamental Change Purchase Price of any Security, including any Make Whole Premium, when the same becomes due and payable whether at the Final Maturity Date, upon purchase, acceleration or otherwise; or (2) the occurrence Company shall fail to pay when due an installment of cash interest on any of the following events: Securities, which default continues for 60 days after the default for 30 days in payment date when due; or (3) the Company shall fail to deliver when due all cash and any shares of interest on the Notes; the default in payment when due Common Stock deliverable upon conversion of the principal of or premiumSecurities, if any, on the Noteswhich failure continues for 15 days; the failure by or (4) the Company shall fail to comply with deliver an Issuer Fundamental Change Notice within the time required to provide such notice as set forth in Section 4.17 3.01(b) of the Indenture; or (5) the failure Company or any Guarantor shall fail to perform or observe any other term, covenant or agreement contained in the Securities or the Indenture for a period of 60 days after receipt by the Company of a Notice of Default specifying such failure; or (6) a default or defaults under the terms of one or more instruments evidencing or securing Indebtedness of the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate having an outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements greater than $50,000,000 individually or in the Indentureaggregate, Notes or the Note Guarantees; the which default (a) is caused by a failure to pay at final maturity principal on such Indebtedness within the applicable express grace period, (giving effect to any applicable grace periods and any extensions thereofb) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness prior to its express final maturity or (which acceleration is not rescindedc) results in the commencement of judicial proceedings to foreclose upon, annulled or otherwise cured within 30 days of receipt by to exercise remedies under applicable law or applicable security documents to take ownership of, the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of assets securing such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated ; or (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for 7) a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, effect or is declared to be null and void and unenforceable or a Guarantee is found to be invalid or a Guarantor denies its liability under its Guarantee or gives notice to that effect (other than by reason of release of the Company Guarantor in accordance with the terms of the Indenture); or (8) a court having jurisdiction in the premises enters (x) a decree or any Restricted Subsidiary or any Person acting on behalf order for relief in respect of the Company or any Restricted Subsidiary shall deny of its Significant Subsidiaries in an involuntary case or disaffirm in writing its obligations proceeding under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy any applicable federal or state bankruptcy, insolvency, with respect to reorganization or other similar law or (y) a decree or order adjudging the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted its Significant Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action bankrupt or notice. If any other Event of Default occurs and is continuing, the Trustee or 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if anyinsolvent, or interestapproving as properly filed a petition seeking reorganization, if anyarrangement, when due, no Holder shall have any right to institute any proceeding, judicial adjustment or otherwise, with respect to the Indenture, composition of or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of the Company or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Significant Subsidiaries or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such Event decree or order for relief or any such other decree or order unstayed and in effect for a period of Default in 90 consecutive days; or (9) (a) the Company or any of its own name as Trustee Significant Subsidiaries commences a voluntary case or proceeding under the Indenture; such Holder any applicable federal or Holders offer andstate bankruptcy, if requestedinsolvency, provide to the Trustee security reorganization or indemnity satisfactory to it against other similar law or any costs, expenses and liabilities other case or proceeding to be incurred in compliance with such requestadjudicated a bankrupt or insolvent; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.or

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indentures, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million20.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Guarantee of the Notes by a Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Guarantor of its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture 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 noticesuch Guarantee if such Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding applicable Notes may declare all the such Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indenture, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million20.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Guarantee of the Notes by a Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Guarantor of its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture 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 noticesuch Guarantee if such Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding applicable Notes may declare all the such Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An The Indenture provides that an Event of Default with respect to the Notes occurs upon the occurrence of when any of the following events: occurs: (a) the default for 30 days Issuer defaults in the payment when due of interest on the Notes; the default in payment when due of the principal of or and premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from Notes when it becomes due and payable at Maturity or upon redemption; (b) the Trustee or Holders Issuer defaults in the payment of not less than 25% of the aggregate principal amount of the then outstanding Notes interest (including Additional NotesTax Amounts, if any) to comply with on any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods when it becomes due and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any payable and such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed continues for a period of 60 days; certain events of bankruptcy or insolvency with respect 30 days after the date when due; (c) the Guarantor fails to perform its obligations under the Company or any Restricted Subsidiary that is a Significant Subsidiary; or Guarantees; (d) except as permitted by the Indenture or Indenture, the Note Guarantees, any Note Guarantee shall be Guarantees is held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or the Guarantor, or the Company or any Restricted Subsidiary or any Person person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the Guarantees; (e) either the Issuer or the Guarantor fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture and the default continues for a period of 60 days after written notice of such failure, requiring the Issuer or the Guarantor, as the case of an Event of Default arising from certain events of bankruptcy or insolvencymay be, with respect to remedy the same, shall have been given to the CompanyIssuer or the Guarantor, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatas the case may be, 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, by the Trustee or to the Issuer or the Guarantor, as the case may be, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes (provided that such notice may declare all the Notes not be given with respect to be due any action taken, and payable immediately. Subject reported publicly or to certain limitations, Holders holders of a majority in aggregate principal amount such series of the then outstanding Notes may direct Notes, more than two years prior to such notice; provided further that the Trustee in its exercise trustee shall have no obligation to determine when or if any holders have been notified of any trust such action or power. The Trustee will be required to give notice track when such two-year period starts or concludes); (i) the Issuer or the Guarantor fails to Holders within 90 days after a default make by the end of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium onapplicable grace period, if any, and any payment of principal or interest on the Notes. Subject to the provisions due in respect of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuingany Indebtedness for borrowed money, the Trustee will be under no obligation to exercise any aggregate outstanding principal amount of the rights which is an amount in excess of $250,000,000; or powers under the Indenture at the request or direction (ii) there is an acceleration of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred Indebtedness for borrowed money in compliance with such request. Except to enforce the right to receive payment an amount in excess of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, $250,000,000 because of a default with respect to such Indebtedness, without, in the Indenturecase of either (i) or (ii) above, such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled for the appointment a period of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given 30 days after written notice to the Issuer by the Trustee of a continuing Event of Default; or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such series; or (g) the occurrence of certain events of bankruptcy, insolvency or reorganization of the Issuer or Guarantor as specified in the Supplemental Indenture. If an Event of Default in its own name as Trustee under shall occur and be continuing, the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersthe Notes may be declared due and payable in the manner and with the effect provided in the Supplemental Indenture. Any time period in this Supplemental Indenture, rescind an acceleration the Base Indenture or waive the Notes to cure any existing actual or alleged default or event of default may be extended or stayed by a court of competent jurisdiction. For the avoidance of doubt, failure to achieve one or more Sustainability Performance Targets shall not constitute a Default or an Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, respect to the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default include (i) default in the payment of the Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon acceleration, when due for purchase by the Issuers or otherwise; (ii) default in payment of any Contingent Cash Interest upon any Security, and such default shall continue for 30 days; (iii) failure by the Issuers to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Issuers to make any payment by the end of any applicable grace period after maturity of Indebtedness in an amount (taken together with amounts in (b) below) in excess of $100,000,000, and continuance of such failure or (b) the acceleration of Indebtedness in an amount (taken together with amounts in (a) above) in excess of $100,000,000 because of a default with respect to the Notes occurs upon the occurrence such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of any (a) and (b) above, for a period of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of not less than 25% in aggregate Principal Amount at Maturity of the aggregate principal amount Securities then outstanding; however if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of the then outstanding Notes (including Additional Notes, if any) Default by reason thereof shall be deemed not to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiaryhave occurred, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationv) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to affecting the Company Issuers or any Restricted Subsidiary that is a their Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeSubsidiaries. In the case of If an Event of Default arising from shall have occurred and be continuing, either the Trustee, or the Holders of not less than 25% in aggregate Principal Amount at Maturity of the Securities then outstanding may declare the Initial Principal Amount at Maturity, plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of such declaration, if any, to be immediately due and payable. In case of certain events of bankruptcy or insolvencyinsolvency of the Issuers, with respect to the CompanyInitial Principal Amount at Maturity plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatif any, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall automatically become immediately due and payable immediately without further action payable. Securityholders may not enforce the Indenture or noticethe Securities except as provided in the Indenture. If any other Event of Default occurs and is continuing, The Trustee may refuse to enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes Securities unless it receives indemnity or security reasonably satisfactory to be due and payable immediatelyit. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture, Notes or the Note GuaranteesNotes; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating for the payment of money in excess of $200.0 million, which judgments 10.0 million in the aggregate that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its such Guarantor's Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 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, any Restricted Subsidiary 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, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium onand Additional Interest, if any, or interest onthe 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 Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) on and after the Issue Date: (A) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur): (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guarantee. If an Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of shall occur and be continuing, the principal of or premium, if any, on amount hereof may be declared due and payable in the Notes; manner and with the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements effect provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event The following events constitute "Events of Default with respect to Default" under the Notes occurs upon the occurrence of any of the following eventsIndenture: the default for 30 days in payment when due of interest on the Notes; the (a) default in the payment when due of the principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the Notessame becomes due and payable, and such default continues for a period of 30 days; the failure by (c) the Company to comply with Section 4.17 defaults in the performance of or breaches any other covenant or agreement of the Indenture; Company in the failure by Indenture or under the Company Notes (other than a default specified in clause (a) or any (b) above) and such default or breach continues for a period of the Restricted Subsidiaries for 60 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) the Company fails to comply make or consummate an Offer to Purchase in accordance with any Section 4.11 of its other agreements in the Indenture, Notes ; (e) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.12 of the Note GuaranteesIndenture; the failure to pay at final maturity (giving effect f) there occurs with respect to any applicable grace periods and any extensions thereof) the stated principal amount issue or issues of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (g) any final judgment or order (not covered by insurance) for the Company or such Restricted Subsidiary payment of notice money in excess of any such acceleration) if $10 million in the aggregate principal amount of such Indebtedness(treating any deductibles, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity self-insurance or which has been retention as not so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by covered) shall be rendered against the Company or any Restricted Significant Subsidiary to pay and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy orders outstanding and not paid or insolvency with respect to discharged against the Company or any Restricted Subsidiary that is of its Significant Subsidiaries to exceed $10 million during which a Significant Subsidiary; stay of enforcement of such final judgment or except as permitted order, by the Indenture reason of a pending appeal or the Note Guaranteesotherwise, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to not be in full force and effect, ; (h) a court having jurisdiction in the premises enters a decree or the Company or any Restricted Subsidiary or any Person acting on behalf order for (A) relief in respect of the Company or any Restricted Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall deny remain unstayed and in effect for a period of 30 consecutive days; or disaffirm (i) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in writing its obligations effect, or consents to the entry of an order for relief in an involuntary case under its Note Guaranteeany such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (h) or insolvency, (i) above that occurs with respect to the Company) occurs and is continuing under the Indenture, any Restricted Subsidiary that the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is a Significant Subsidiary or any group given by the Holders), may, and the Trustee at the request of Restricted Subsidiaries thatsuch Holders shall, taken togetherdeclare the Accreted Value of, would constitute a Significant Subsidiarypremium, all outstanding if any, and accrued interest, if any, on the Notes will become to be immediately due and payable immediately without further action or noticepayable. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable. 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 at least a majority in aggregate principal amount at maturity of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteeslast paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes 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 on all 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe 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, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An The Indenture provides that an Event of Default with respect to the Notes occurs upon the occurrence of when any of the following events: occurs: (a) the default for 30 days Issuer defaults in the payment when due of interest on the Notes; the default in payment when due of the principal of or and premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from Notes when it becomes due and payable at Maturity or upon redemption; (b) the Trustee or Holders Issuer defaults in the payment of not less than 25% of the aggregate principal amount of the then outstanding Notes interest (including Additional NotesTax Amounts, if any) to comply with on any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods when it becomes due and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any payable and such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed continues for a period of 60 days; certain events of bankruptcy or insolvency with respect 30 days after the date when due; (c) the Guarantor fails to perform its obligations under the Company or any Restricted Subsidiary that is a Significant Subsidiary; or Guarantee; (d) except as permitted by the Indenture or Indenture, the Note Guarantees, any Note Guarantee shall be is held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or the Guarantor, or the Company or any Restricted Subsidiary or any Person person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note the Guarantee. In ; (e) either the Issuer or the Guarantor fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture and the default continues for a period of 60 days after written notice of such failure, requiring the Issuer or the Guarantor, as the case of an Event of Default arising from certain events of bankruptcy or insolvencymay be, with respect to remedy the same, shall have been given to the CompanyIssuer or the Guarantor, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatas the case may be, 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, by the Trustee or to the Issuer or the Guarantor, as the case may be, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes (provided that such notice may declare all the Notes not be given with respect to be due any action taken, and payable immediately. Subject reported publicly or to certain limitations, Holders of a majority in aggregate principal amount holders of the then outstanding Notes may direct Notes, more than two years prior to such notice; provided further that the Trustee in its exercise trustee shall have no obligation to determine when or if any holders have been notified of any trust such action or power. The Trustee will be required to give notice track when such two-year period starts or concludes); (i) the Issuer or the Guarantor fails to Holders within 90 days after a default make by the end of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium onapplicable grace period, if any, and any payment of principal or interest on the Notes. Subject to the provisions due in respect of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuingany Indebtedness for borrowed money, the Trustee will be under no obligation to exercise any aggregate outstanding principal amount of the rights which is an amount in excess of $250,000,000; or powers under the Indenture at the request or direction (ii) there is an acceleration of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred Indebtedness for borrowed money in compliance with such request. Except to enforce the right to receive payment an amount in excess of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, $250,000,000 because of a default with respect to such Indebtedness, without, in the Indenturecase of either (i) or (ii) above, such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled for the appointment a period of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given 30 days after written notice to the Issuer by the Trustee of a continuing Event of Default; or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to Outstanding Notes; or (g) the Trustee to institute proceedings occurrence of certain events of bankruptcy, insolvency or reorganization of the Issuer or Guarantor as specified in respect of such the Supplemental Indenture. If an Event of Default in its own name as Trustee under shall occur and be continuing, the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default the Notes may be declared due and its consequences under payable in the manner and with the effect provided in the Supplemental Indenture. Any time period in this Supplemental Indenture, if the rescission would not conflict with Base Indenture or the Notes to cure any judgment actual or decree, except alleged default or event of default may be extended or stayed by a continuing Default or Event court of Default in the payment of principal of, premium on, if any, or interest on, the Notescompetent jurisdiction.

Defaults and Remedies. An Under the Indenture, an Event of Default with respect includes: (i) the Company fails to pay principal on any Note when due, whether or not prohibited by the Notes occurs upon subordination provisions in the occurrence of Indenture; (ii) the Company fails to pay any of the following events: the default interest on any Note when due if such failure continues for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of days, whether or premium, if any, on the Notes; the failure not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; (iii) the Company fails to perform any other agreement required of the Company in the Indenture if such failure continues for 60 days after notice is given in accordance with the terms of the Indenture; (iv) the Company fails to pay the purchase price of any Note when due, whether or not prohibited by the subordination provisions of the Indenture; (v) the Company fails to provide timely notice of a Change in Control if such failure continues for 30 days after a Change in Control; (vi) any Indebtedness for money borrowed by the Company or any one of the Restricted Company’s Significant Subsidiaries for 60 (all or substantially all of the outstanding Voting Stock of which are owned, directly or indirectly, by the Company) in an aggregate outstanding principal amount in excess of $10.0 million is not paid at final maturity or upon acceleration and such Indebtedness is not discharged, or such acceleration is not cured or rescinded, within 30 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements as provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity and (giving effect to any applicable grace periods and any extensions thereofvii) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeCompany. In the case of If an Event of Default arising from (other than as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect to reorganization of the Company, any Restricted Subsidiary 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 aggregate principal amount of the then outstanding Notes may declare all the Notes to be then outstanding 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, the outstanding Notes shall become due and payable immediately without further notice, 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or Event of Default 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 of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event absence of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event The following events constitute "Events of Default with respect to Default" under the Notes occurs upon the occurrence of any of the following eventsIndenture: the default for 30 days in payment when due of interest on the Notes; the (a) default in the payment when due of the principal of (or premium, if any, on on) any Note when the Notes; the failure same becomes due and payable, upon acceleration, redemption or otherwise whether or not such payment is prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; (b) default in the failure payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days whether or not such payment is prohibited by the Company or any subordination provisions of the Restricted Subsidiaries Indenture; (c) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes and such default or breach continues for 60 a period of 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) to comply there occurs with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect respect to any applicable grace periods and any extensions thereof) the stated principal amount issue or issues of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary having an outstanding principal amount of $25,000,000 or more in the aggregate for all such issues of all such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (e) any final judgment or order (not covered by insurance) for the Company or such Restricted Subsidiary payment of notice money in excess of any such acceleration) if $25,000,000 in the aggregate principal amount of for all such Indebtednessfinal judgments or orders against all such Persons (treating any deductibles, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity self-insurance or which has been retention as not so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by covered) shall be rendered against the Company or any Restricted Significant Subsidiary to pay and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments aggregating or orders outstanding and not paid or discharged against all such Persons to exceed $25,000,000 during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in excess effect; (f) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of $200.0 millionthe Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, which judgments insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unpaid, undischarged or unstayed and in effect for a period of 60 consecutive days; certain events of bankruptcy or insolvency with respect to (g) the Company or any Restricted Significant Subsidiary that is (i) commences a Significant Subsidiary; voluntary case under any applicable bankruptcy, insolvency or except as permitted by the Indenture other similar law now or the Note Guarantees, any Note Guarantee shall be held hereafter in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or consents to the Company entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or any Restricted Subsidiary taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or any Person acting on behalf similar official of the Company or any Restricted Significant Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteefor all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (f) or insolvency, (g) above that occurs with respect to the Company, any Restricted Subsidiary 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 continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the principal of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the principal amount of the Notes automatically becomes due and payable. 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 at least 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Special Interest, if any, with respect to the Notes; the (ii) default in the payment when due of the principal of of, or premium, if any, on on, the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 of the Indenture for 90 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding to comply with any of the other agreements in the Indenture or the Notes; (v) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notes, if anyvi) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its Stated Maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (ix) except as permitted by the Indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary of the Company, or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by written notice to the Company 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. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestSpecial Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ) if it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, or interest Special Interest, if any, 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, within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any Section 4.07, 4.09, 4.10, 4.18 or 5.01 of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to pay comply with certain other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Subsidiary Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding 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, any Restricted Subsidiary 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, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitationsExcept as otherwise provided in the Indenture, 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest 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 Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Additional Interest, on the Notes; the (ii) default in payment when due of stated principal, Redemption Price or Purchase Price of the principal Notes when the same becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or premium, if any, on the Notesa Net Proceeds Offer); the (iii) failure by the Company to comply with Section 4.17 of any covenant contained in the Indenture; the failure by Indenture for 45 days after notice to the Company or any of the Restricted Subsidiaries for 60 days after written notice from by the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then outstanding Notes outstanding; (including Additional Notes, if anyiv) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or any Restricted Subsidiary, or (b) results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if of such Indebtedness prior to its express maturity and, in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in under which there has been a default for failure to pay principal at final stated maturity or the maturity of which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 15.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (v) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $15.0 million; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Significant Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes 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 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. 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 payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or may waive any existing or past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event of Default with respect will occur under the Indenture if: (1) the Issuer fails to make the payment of any interest or Additional Interest on the Notes occurs upon when the occurrence same becomes due and payable, and such failure continues for a period of 30 days; (2) the Issuer fails to make the payment of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of of, or premium, if any, on on, any of the NotesNotes when the same becomes due and payable at its Stated Maturity, upon acceleration, required repurchase or otherwise; (3) the failure by the Company Issuer fails to comply with Section 4.17 Article 5; (4) the Issuer fails to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of the Indenture; the foregoing clause (1), (2) or (3)) and such failure by the Company or any of the Restricted Subsidiaries continues for 60 30 days after written notice from is given to the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements Issuer as provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to 5) upon a default under any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt Debt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company Issuer or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or the Issuer or any of its Restricted Subsidiaries fails to pay any such Debt at maturity, in an aggregate amount greater than $20.0 million or its foreign currency equivalent at the time; (6) any final judgment or judgments aggregating for the payment of money in an aggregate amount in excess of $200.0 million20.0 million (or its foreign currency equivalent at the time) shall be rendered against the Issuer or any Restricted Subsidiary and such judgment or judgments shall not be waived, which judgments remain unpaid, undischarged satisfied or unstayed discharged for a any period of 60 days30 consecutive days during which a stay of enforcement shall not be in effect; or (7) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture Issuer or the Note GuaranteesSignificant Subsidiaries occurs. If any Event of Default occurs and is continuing, any Note Guarantee shall be held the Trustee or the Holders of at least 25% in any judicial proceeding principal amount of the then outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Additional Interest on, or the principal of, premium on, if any, or interest on, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under ARTICLE IV of the Indenture; , (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group then outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 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 Securities may declare all the Notes Securities to be due and payable immediately. 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 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the (iii) failure by the Company to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by the Company or any of the its Restricted Subsidiaries to comply with Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture for 60 a period of 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) failure to comply with any provision of Section 4.03 and such failure continues for a period of 150 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (vi) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other agreements covenant or other agreement in the Indenture; (vii) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries, Notes or the Note Guarantees; the which default is caused by a failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods and any extensions thereofperiod provided in such Indebtedness) (a “Payment Default”) or results in the stated acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 100.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (viii) certain final judgments aggregating in excess for the payment of $200.0 millionmoney that remain not paid, which judgments remain unpaid, undischarged discharged or unstayed stayed for a period of 60 days, provided that the aggregate of all such not paid, discharged or stayed judgments exceeds $100.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered); certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group of Restricted Subsidiaries Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee; and payable immediately without further action (x) certain events of bankruptcy or noticeinsolvency with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company. If any other Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.01 of the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company) 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. Subject Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as specified in clauses (j) and (k) of Section 6.01 of the Indenture with respect to certain limitationsthe Company or any Guarantors that are, alone or in combination, Significant Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. 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 power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestinterest on, any Note) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the Indenture, or for interests of the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestNotes. 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (other than non-payment of principal of or interest on the Notes that become due solely because of the acceleration of the Notes) (provided that 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). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Any of the following events shall constitute an Event of Default with respect to under the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the Indenture: (a) default in the payment when due of the principal of or premium, if any, on, any Note (including the Change of Control Redemption Price) when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the Notes; the failure by the Company to comply with Section 4.17 same becomes due and payable, and such default continues for a period of the Indenture; the failure by 30 days; (c) the Company or the Guarantor defaults in the performance of or breaches any other covenant or agreement of the Restricted Subsidiaries Company in the Indenture, the Registration Rights Agreement or under the Notes and such default or breach continues for 60 a period of 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) to comply there occurs with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect respect to any applicable grace periods and issue or issues of Indebtedness of the Company, the Guarantor or any extensions thereof) the stated Significant Subsidiary having an outstanding principal amount of any Indebtedness $5 million or more in the aggregate for all such issues of the Company or any Restricted Subsidiaryall such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; provided that any such event of default or failure to make a payment, in each case, with respect to any Indebtedness existing as of the Closing Date in respect of which the holders thereof did not vote affirmatively to accept the Plan, shall not be deemed to be an Event of Default; (e) any final judgment or order (not covered by insurance) for the payment of money in excess of $5 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, the Guarantor or any Significant Subsidiary and shall not be paid or discharged, and either (A) an enforcement proceeding shall have been commenced by a creditor upon such judgment or order or (B) there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $5 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided that the occurrence of any such actions that relate to or arise out of any Indebtedness existing as of the Closing Date in respect of which the holders thereof did not vote affirmatively to accept the Plan shall not be deemed to be an Event of Default; (f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, the Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company, the Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; provided that the issuance of any such decree or order with respect to the Guarantor or any Significant Subsidiary (the entry of which was not consented to by the Company Company, the Guarantor or any Significant Subsidiary) at the request of the holder of any Indebtedness existing as of the Closing Date in respect of which such holder did not vote affirmatively to accept the Plan shall not be deemed to be an Event of Default; (g) the Company, the Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; provided that the occurrence of any such event with respect to the Guarantor, in each case between the Closing Date and September 25, 2003, shall not be deemed to be an Event of Default. (h) the Security Guarantee or any Subsidiary Guarantee by a Restricted Subsidiary shall cease to be, or shall be asserted in writing by the Company, the Guarantor or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtednessnot to be, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm enforceable in writing accordance with its obligations under its Note Guaranteeterms. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (f) or insolvency, (g) above that occurs with respect to the Company, any Restricted Subsidiary 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 continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the principal (which shall be deemed to equal the then applicable Claimed Amount), premium, if any, and accrued interest on the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the principal (which shall be deemed to equal the then applicable Claimed Amount) of, premium, if any, and accrued interest on the Notes automatically becomes 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 at least 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under ARTICLE IV of the Indenture; Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group then outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 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 Securities may declare all the Notes Securities to be due and payable immediately. 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 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Parent or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company Parent or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company Parent or any Restricted Subsidiary or any Person acting on behalf of the Company Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyParent, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Parent, 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event The following are Events of Default with respect Default: (i) failure by the Company to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of pay the principal of or premiumany Note when due; (ii) failure by the Company to pay any interest on any Note when due, if any, on the Notescontinuing for 30 days; the (iii) failure by the Company to comply with Section 4.17 its other agreements or covenants in the Notes or the Indenture for the benefit of the Indenture; Holders of the failure Notes upon the receipt by the Company of notice of such Default by the Trustee, or any of upon the Restricted Subsidiaries for 60 days after written notice from receipt by the Company and the Trustee or of notice of such Default by the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) and (except in the case of a Default with respect to comply with any of its other agreements certain covenants described in the Indenture, Notes or ) the Note Guarantees; the Company’s failure to pay at final maturity cure such Default within 60 days after receipt of such notice; (giving effect to iv) certain events of bankruptcy or insolvency; (v) default under any applicable grace periods mortgage, indenture (including the Original Indenture and the supplemental indentures thereto in respect of the terms of the Other Public Notes, or any extensions thereofother indenture in respect of the Other Public Notes, as applicable) the stated principal amount of any or instrument under which is issued or which secures or evidences Indebtedness of the Company or any Restricted Subsidiary, or Subsidiary (other than the acceleration of the final stated maturity of any such Indebtedness (Notes and Non-Recourse Indebtedness) which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for constitutes a failure to pay principal at final stated maturity or which has been so accelerated (of such Indebtedness in each case with respect to which the 30-day period described above has passed), equals an amount of $200.0 million 50,000,000 or more at any timewhen due and payable (other than as a result of acceleration) or results in Indebtedness (other than the Notes and Non-Recourse Indebtedness) in the aggregate of $50,000,000 or more becoming or being declared due and payable before it would otherwise become due and payable; (vi) entry of a final judgment for the failure by payment of money against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess an amount of $200.0 million, 10,000,000 or more which judgments remain unpaid, remains undischarged or unstayed for a period of 60 daysdays after the date on which the right to appeal such judgment has expired or becomes subject to an enforcement proceeding; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or and (vii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default (other than arising from out of certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 aggregate principal amount of the then outstanding Notes at the time outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare all the Notes to be due and payable immediatelyimmediately that portion of the principal amount of the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration, and upon such declaration the same shall become and be immediately due and payable. Subject to In case an Event of Default arising out of certain limitationsevents of bankruptcy or insolvency occurs and is continuing, the outstanding principal of and accrued and unpaid interest, if any, on the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any of the Holders. Such declaration or acceleration and its consequences may be rescinded by Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes may direct the Trustee in its exercise if all existing Events of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has Default have been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, waived (except a Default or Event of Default relating to the non-payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions that has become due solely because of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs acceleration) and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except . An existing Default (other than a continuing Default or Event of Default in the payment of principal of, premium on, if any, of or interest on, on the NotesNotes or Default with respect to a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in aggregate principal amount of Notes at the time outstanding upon the conditions provided in the Indenture.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Security when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Securities when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Securities or the Indenture, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $25.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million25.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Subsidiary Guarantee of the Securities by a Subsidiary Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Subsidiary Guarantor of its obligations under the Indenture or its Note Guarantee. In the case of an Event of Subsidiary Guarantee if such Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 noticecontinues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes applicable Securities may declare all the Notes such Securities to be due and payable immediately. 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 Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the (iii) failure by the Company to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by the Company or any of the its Restricted Subsidiaries to comply with Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture for 60 a period of 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) failure to comply with any provision of Section 4.03 and such failure continues for a period of 150 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (vi) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other agreements covenant or other agreement in the Indenture; (vii) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries, Notes or the Note Guarantees; the which default is caused by a failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods and any extensions thereofperiod provided in such Indebtedness) (a “Payment Default”) or results in the stated acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 75.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (viii) certain final judgments aggregating in excess for the payment of $200.0 millionmoney that remain not paid, which judgments remain unpaid, undischarged discharged or unstayed stayed for a period of 60 days, provided that the aggregate of all such not paid, discharged or stayed judgments exceeds $75.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered); certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group of Restricted Subsidiaries Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee; and payable immediately without further action (x) certain events of bankruptcy or noticeinsolvency with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company. If any other Event of Default (other than an Event of Default specified in clause (j) or (k) of Section 6.01 of the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company) 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. Subject Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as specified in clauses (j) and (k) of Section 6.01 of the Indenture with respect to certain limitationsthe Company or any Guarantors that are, alone or in combination, Significant Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. 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 power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestinterest on, any Note) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the Indenture, or for interests of the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestNotes. 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes (other than non-payment of principal of or interest on the Notes that become due solely because of the acceleration of the Notes) (provided that 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). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An The Indenture provides that an Event of Default with respect to the Notes occurs upon the occurrence of when any of the following events: occurs: (a) the default for 30 days Issuer defaults in the payment when due of interest on the Notes; the default in payment when due of the principal of or and premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from Notes when it becomes due and payable at Maturity or upon redemption; (b) the Trustee or Holders Issuer defaults in the payment of not less than 25% of the aggregate principal amount of the then outstanding Notes interest (including Additional NotesTax Amounts, if any) to comply with on any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods when it becomes due and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any payable and such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed continues for a period of 60 30 days; certain events of bankruptcy or insolvency with respect , after the date when due; (c) the Guarantor fails to perform its obligations under the Company or any Restricted Subsidiary that is a Significant Subsidiary; or Guarantees; (d) except as permitted by the Indenture or Indenture, the Note Guarantees, any Note Guarantee shall be Guarantees is held in any final, non-appealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effecteffect or the Guarantor, or the Company or any Restricted Subsidiary or any Person person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the Guarantees; (e) either the Issuer or the Guarantor fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture and the default continues for a period of 60 days after written notice of such failure, requiring the Issuer or the Guarantor, as the case of an Event of Default arising from certain events of bankruptcy or insolvencymay be, with respect to remedy the same, shall have been given to the CompanyIssuer or the Guarantor, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatas the case may be, 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, by the Trustee or to the Issuer or the Guarantor, as the case may be, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes (provided that such notice may declare all the Notes not be given with respect to be due any action taken, and payable immediately. Subject reported publicly or to certain limitations, Holders holders of a majority in aggregate principal amount such series of the then outstanding Notes may direct Notes, more than two years prior to such notice; provided further that the Trustee in its exercise trustee shall have no obligation to determine when or if any holders have been notified of any trust such action or power. The Trustee will be required to give notice track when such two-year period starts or concludes); (i) the Issuer or the Guarantor fails to Holders within 90 days after a default make by the end of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium onapplicable grace period, if any, and any payment of principal or interest on the Notes. Subject to the provisions due in respect of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuingany Indebtedness for borrowed money, the Trustee will be under no obligation to exercise any aggregate outstanding principal amount of the rights which is an amount in excess of $250,000,000; or powers under the Indenture at the request or direction (ii) there is an acceleration of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred Indebtedness for borrowed money in compliance with such request. Except to enforce the right to receive payment an amount in excess of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, $250,000,000 because of a default with respect to such Indebtedness, without, in the Indenturecase of either (i) or (ii) above, such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled for the appointment a period of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given 30 days after written notice to the Issuer by the Trustee of a continuing Event of Default; or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such series; or (g) the occurrence of certain events of bankruptcy, insolvency or reorganization of the Issuer or Guarantor as specified in the Supplemental Indenture. If an Event of Default in its own name as Trustee under shall occur and be continuing, the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersthe Notes may be declared due and payable in the manner and with the effect provided in the Supplemental Indenture. Any time period in this Supplemental Indenture, rescind an acceleration the Base Indenture or waive the Notes to cure any existing actual or alleged default or event of default may be extended or stayed by a court of competent jurisdiction. For the avoidance of doubt, failure to achieve one or more Sustainability Performance Targets shall not constitute a Default or an Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, respect to the Notes.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of is any one of the following eventsfollowing: (i) failure of the Company to pay interest when the same becomes due and payable and default continues for a period of 30 days in payment when due of interest on the Notes; (ii) failure of the default in payment when due of Company to pay the principal of or premium, if any, on the NotesNotes when due at maturity, upon redemption, pursuant to an offer to purchase pursuant to the change of control provision or otherwise by acceleration or otherwise; the (iii) failure by of the Company to comply with Section 4.17 of 4.12 in the Indenture; (iv) failure to perform any other covenant contained in the failure Indenture for 30 days after notice (other than a Default under Section 4.02 or Article Five which Default shall be an Event of Default without the notice or passage of time specified in this clause); (v) the occurrence of an event of default, as defined in any one or more mortgages, indentures or instruments under which there may be issue, or by which there may be secured or evidenced, any Debt of the Company or a subsidiary whether such Debt now exists or shall hereafter be created and shall entitle the holders of such Debt to declare an aggregate principal amount of at least $10,000,000 of such Debt due and payable, which event of default is not cured or waived in accordance with the provisions of such instrument, or such Debt is not discharged, within 30 days after the receipt by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount series of any other Securities then outstanding of such Indebtedness in event of default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by and requiring the Company to cause such event of default to be cured or any Restricted Subsidiary such Debt to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 daysbe discharged; and (vi) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteereorganization. In the case of If an Event of Default arising from (other than certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect reorganization) relating to the Company, any Restricted Subsidiary 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 not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately in accordance with Section 6.02 of the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require security and 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal or Event of Default 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Special Interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture, which failure cannot be remedied or, if that failure can be remedied, is not remedied within 30 days after the date on which notice thereof requiring the Company to remedy the default has been given to the Company in accordance with the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes Indenture or the Note GuaranteesNotes; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any of its Restricted Subsidiary, or Subsidiaries which default results in the acceleration of the final stated maturity of any such that Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor’s Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding 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, any Restricted Subsidiary 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, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain specified 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Special Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Trustee mayTrustee, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, premium on, if any, or interest 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 Event of Default, to deliver to the Trustee a statement specifying that Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the any Notes occurs upon if: (a) default in payment (whether or not such payment is prohibited by the occurrence of any subordination provisions of the following events: Indenture) of the principal of, or premium, if any, or Fundamental Change Payment or Redemption Price with respect to the Notes, when due at maturity, upon repurchase or redemption, upon acceleration or otherwise; (b) default for 30 days or more in payment when due (whether or not such payment is prohibited by the subordination provisions of the Indenture) of any installment of interest on the Notes; (c) failure to provide timely notice of a Fundamental Change; (d) default by the default Company for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (e) one or more defaults in the payment when due of the principal of or premium, if any, on any Indebtedness within any applicable grace period after the Notes; final scheduled maturity thereof or the failure acceleration of any such Indebtedness by the Company holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $100.0 million or its foreign currency equivalent and such failure continues for 30 days; provided, that this clause (e) shall not apply to comply (A) any notice of wind-down or any comparable notice to be given in connection with Section 4.17 of the Indenturea Qualified Securitization Transaction or (B) any wind-down, or comparable event, with respect to a Qualified Securitization Transaction; the failure by (f) the Company or any of the Restricted its Significant Subsidiaries for 60 days after written notice from the Trustee or Holders group of not less than 25% subsidiaries that, taken together (as of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of latest audited consolidated financial statements for the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedand its subsidiaries), equals $200.0 million or more at any time; the failure by the Company or any Restricted would constitute a Significant Subsidiary fail to pay final judgments aggregating in excess of $200.0 million100.0 million (net of any amounts for which a reputable and creditworthy insurance company is liable, unless such insurance company has disclaimed such liability in writing), which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 daysdays following such judgments and none of such judgments has been discharged, waived or stayed; or (g) certain events of bankruptcy involving bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 an Event of Default occurs and is continuing, the Trustee or Holders the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Company, all outstanding Notes become due and payable without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require security or indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the NotesTrustee.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteeslast paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 350.0 million or more at any time; the (v) failure by the Company to pay final non-appealable judgments entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary to pay final judgments of the Company in amounts aggregating in excess of $200.0 350.0 million, which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to (vi) the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes 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 on all 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe 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, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include: (1) default in the payment when due in respect of the principal of (or premium, if any, on on) any Note at its maturity (whether at Stated Maturity or upon repurchase, acceleration, optional redemption or otherwise); (2) default in the Notes; payment of any interest upon any Note when it becomes due and payable, and continuance of such default for a period of 30 days; (3) the failure Issuer fails to accept and pay for Notes tendered when and as required pursuant to an Offer to Purchase as described under Section 4.14; (4) except as permitted by the Company Indenture, (i) any Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to comply be in full force and effect and enforceable in accordance with Section 4.17 its terms (except as specifically provided in the Indenture) for a period of 30 days after written notice thereof by the trustee or the Holders of at least 25% in principal amount of the Indenture; outstanding Notes or (ii) the failure Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by the Company or any of the Restricted Subsidiaries Guarantors or the Issuer not to be in full force and effect and enforceable in accordance with its terms; (5) default in the performance, or breach, of any covenant or agreement of the Issuer or any Guarantor in the Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) above), and continuance of such default or breach for a period of 60 days after written notice from thereof has been given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes Notes; (including Additional 6) a default or defaults under any bonds, debentures, notes or other evidences of Debt (other than the Notes) by the Issuer or any Restricted Subsidiary having, if any) to comply with any of its other agreements individually or in the Indentureaggregate, Notes a principal or similar amount outstanding of at least $15.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in the Note Guarantees; acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount least $15.0 million of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with Debt when due and payable after the principal amount expiration of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case applicable grace period with respect to which thereto; (7) the 30-day period described above has passed), equals $200.0 million or more at any time; entry against the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Issuer or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company Subsidiary (or any group of Restricted Subsidiary Subsidiaries that, taken together, would constitute a Significant Subsidiary) of a final judgment or any Person acting on behalf final judgments for the payment of money in an aggregate amount in excess of $15.0 million and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; (8) (i) the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyIssuer, any Restricted Subsidiary 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 pursuant to or notice. If any other Event of Default occurs and is continuing, within the Trustee or 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. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise meaning of any trust or power. The Trustee will be required to give notice to Holders within 90 days after Bankruptcy Law: (a) commences a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating voluntary case, (b) consents to the payment entry of principal of, premium on, if any, and interest on the Notes. Subject an order for relief against it in an involuntary case, (c) consents to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, Custodian of it or for any other remedy thereunderall or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, unless: such Holder has previously given written notice or (e) admits, in writing, its inability generally to the Trustee of a continuing Event of Defaultpay its debts as they become due; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.or

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include (i) a default in the payment when due of the principal of of, or premium, if any, on the Notes; Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the failure by either of the Company Issuers or the Guarantors to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or by Holders of not less than 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional with any other covenant or other agreement contained in the Indenture or the Notes, if any(iv) to comply with any of its other agreements default in the Indenture, Notes or the Note Guarantees; the failure to pay payment at final maturity (giving effect to continued for the longer of any applicable grace periods and any extensions thereofgrace, extension, forbearance or other similar period or 30 days) the stated principal amount of any Indebtedness aggregating $25,000,000 or more of the Company Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (Indebtedness, which default shall not be cured or waived, or such acceleration is shall not rescindedbe rescinded or annulled, annulled or otherwise cured within 30 days of receipt after written notice thereof by the Company or such Restricted Subsidiary Holders of notice of any such acceleration) if the aggregate not less than 25% in principal amount of such Indebtednessthe Notes then outstanding, together with (v) any final judgment or judgments for the principal amount payment of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating money in excess of $200.0 million, which judgments remain unpaid, undischarged 25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatof Mediacom LLC, taken togetherwhich, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be in full force and effect (except as contemplated by the terms of the Indenture). Certain events of bankruptcy, insolvency or reorganization are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. In addition, an Event of Default will occur if any Guarantor denies or disaffirms its obligations under the Indenture or its Restricted Subsidiary Guarantee. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to be due and payable immediatelyenforce the Indenture or the Notes unless it receives indemnity or security 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. 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 in payment of principal 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, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the default in payment when due of the principal of or premiuminterest, if any, on the Notes; (ii) default in payment when due of stated principal, Redemption Price or Purchase Price of the Notes when the same becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) failure by the Company to comply with Section 4.17 of any covenant contained in the Indenture; the failure by Indenture for 45 days after notice to the Company or any of the Restricted Subsidiaries for 60 days after written notice from by the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then outstanding Notes outstanding; (including Additional Notes, if anyiv) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or any Restricted Subsidiary, or (b) results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if of such Indebtedness prior to its express maturity and, in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in under which there has been a default for failure to pay principal at final stated maturity or the maturity of which has been so accelerated (in each case with respect to which the 3020-day period described above has passed), equals elapsed) aggregates $200.0 15.0 million or more at any timemore; the failure by the Company or any Restricted Subsidiary to pay (v) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $15.0 million; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Significant Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes 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 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. 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 payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or may waive any existing or past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include, among others, (a) default in the payment when due of the principal of or premium, if any, on when due; (b) default in the payment of any installment of interest when due, continued for 30 days; (c) default in the performance of any other covenant of the Issuer applicable to the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries , continued for 60 days after written notice from to the Issuer by the Trustee or Holders of not less than 25% of to the aggregate principal amount of Issuer and the then outstanding Notes (including Additional NotesTrustee, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 Holders of at least 25% in aggregate principal amount of the Notes then outstanding requiring the same to be remedied; (d) certain events of bankruptcy, insolvency or reorganization of the Issuer or any Restricted Subsidiary; and (e) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed of the Issuer or any Restricted Subsidiary resulting in the acceleration of such indebtedness, or any default in payment of such indebtedness (after expiration of any applicable grace periods and presentation of any debt instruments, if required), if the aggregate amount of all such indebtedness that has been so accelerated and with respect to which there has been such a default in payment shall exceed $10,000,000 and there has been a failure to obtain rescission or annulment of all such accelerations or to discharge all such defaulted indebtedness within 20 days after written notice of the type specified below. If any Event of Default shall occur and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer (and to the Trustee, if given by the Holders), may declare the principal of all of the Notes and the interest, if any, accrued thereon to be due and payable immediately. Subject to certain limitations; provided, however, that the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by notice in writing to the Issuer and the Trustee, may direct the Trustee in rescind andannul such declaration and its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge consequences if all defaults under the such Indenture unless the default has been are cured or waived. The No Holder of Notes then outstanding may institute any suit, action or proceeding with respect to, or otherwise attempt to enforce, such Indenture, unless (i) such Holder previously shall have given to the Trustee may withhold from Holders written notice of any continuing Default or Event default and of Default if it determines that withholding notice is the continuance thereof, (ii) the Holders of not less than 25% in their interest, except a Default or Event aggregate principal amount of Default relating the Notes then outstanding shall have made written request to the payment of principal ofTrustee to institute such suit, premium on, if any, action or proceeding and interest on the Notes. Subject shall have offered to the provisions Trustee such reasonable indemnity as it may require with respect thereto and (iii) the Trustee for 60 days after its receipt of the Indenture relating such notice, request and offer of indemnity, shall have neglected or refused to the duties of the Trusteeinstitute any such action, in case an Event of Default occurs and is continuingsuit or proceeding; provided that, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction right of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against Holder of any cost, liability or expense incurred in compliance with such request. Except to enforce the right Note to receive payment of principalthe principal of, premium, if any, or interest, if any, when dueon such Note, no Holder shall have any right on or after the respective due dates, or to institute any proceeding, judicial or otherwise, with respect to the Indenture, or suit for the appointment enforcement of a receiver any such payment shall not be impaired or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to affected without the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect consent of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requestHolder. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee mayor exercising any trust or power conferred on the Trustee with respect to the Notes, on behalf of provided that the Trustee may decline to follow such direction if the Trustee determines that such action or proceeding is unlawful or would involve the Trustee in personal liability. The Issuer is required to furnish to the Trustee annually a certificate as to compliance by the Issuer with all Holders, rescind an acceleration or waive any existing Default or Event of Default conditions and its consequences covenants under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Under the Indenture, an Event of Default with respect shall occur if: (a) the Company shall fail to pay when due the Notes occurs upon the occurrence principal, Redemption Price or any Fundamental Change Repurchase Price of any Security, including any Make-Whole Premium, when the same becomes due and payable whether at the Final Maturity Date, upon repurchase, redemption, acceleration or otherwise whether or not such payment is prohibited by Article 5 of the following events: Indenture; or (b) the default for 30 days in payment when due Company shall fail to pay an installment of interest on the Notes; the default in payment when due of the principal of or premiuminterest, including Special Interest, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries Securities, which failure continues for 30 days after the date when due whether or not such payment is prohibited by Article 5 hereof; or (c) the Company shall fail to deliver when due all shares of Common Stock, together with cash instead of fractional shares deliverable upon conversion of the Securities, which failure continues for 10 days; or (d) the Company fails to perform or observe any other term, covenant or agreement contained in the Securities or the Indenture and the failure continues for a period of 60 days after written notice from of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted and the Trustee by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 Holders of at least 25% in aggregate principal amount of the then then-outstanding Notes may declare all Securities; or (e) (i) the Notes Company fails to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount make any payment by the end of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium onapplicable grace period, if any, and interest on after the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction maturity of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred Indebtedness for borrowed money in compliance with such request. Except to enforce the right to receive payment an amount in excess of principal, premium, if any$5,000,000, or interest, if any, when due, no Holder shall have (ii) there is an acceleration of any right to institute any proceeding, judicial or otherwise, Indebtedness for borrowed money in an amount in excess of $5,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled, in the Indenturecase of either (i) or (ii) above, or for the appointment a period of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given 30 days after written notice to the Company by the Trustee of a continuing Event of Default; or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of the then then-outstanding Notes Securities; or (f) the Company fails to provide a Fundamental Change Company Notice in accordance with Section 3.08 of the Indenture; or (g) certain events of bankruptcy, insolvency or reorganization as specified in the Indenture. If an Event of Default shall occur and be continuing, the principal of all the Securities may be declared due and payable in the manner and with the effect provided in the Indenture. Notwithstanding the foregoing or anything to the contrary set forth in the Indenture, to the extent elected by the Company, the sole remedy for an Event of Default relating to the failure to comply with the reporting obligations set forth in Section 6.05 of the Indenture and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act will for the first 180 days after the occurrence of such an Event of Default consist exclusively of the right to receive special interest on the Securities at an annual rate equal to 1.0% of the principal amount of the Securities (“Special Interest”). The Special Interest will accrue on all outstanding Securities from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations set forth in Section 6.05 of the Indenture first occurs to but not including the 180th day thereafter (or such earlier date on which the Event of Default shall have made written request been cured or waived). On such 180th day (or earlier, if the Event of Default relating to the reporting obligations is cured or waived prior to such 180th day), such Special Interest will cease to accrue and, if the Event of Default relating to reporting obligations has not been cured or waived prior to such 180th day, the Securities will be subject to acceleration as provided for in Section 8.02 of the Indenture. In the event the Company does not elect to pay Special Interest upon an Event of Default in accordance with this paragraph, the Securities will be subject to acceleration as provided for above. If the Company elects to pay Special Interest as the sole remedy for an Event of Default relating to the failure to comply with reporting obligations in Section 6.05 of the Indenture or for any failure to comply with the requirements of Section 314(a)(1) of the TIA in, the Company will notify all Holders, the Trustee to institute proceedings in respect and Paying Agent of such election on or before the close of business on the date on which such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesfirst occurs.

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest, or Liquidated Damages, on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) the failure to make a Change of Control Offer as described in Section 4.15 of the Indenture, failure to make a Net Proceeds Offer as described in Section 4.10 of the Indenture or a default in the observance or performance of the covenants described in Sections 4.7, 4.9 or 5.1, which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except with respect to Section 5.1, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; (iv) the failure by the Company to comply with Section 4.17 any other covenant or agreement contained in the Indenture which default continues for a period of the Indenture; the failure by 45 days after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 10.0 million or more at any time; the failure by (vi) one or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged in writing) shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vii) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries as described in the Indenture; or (viii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, or the Company effect or any Restricted Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Person acting on behalf Guarantee of the Company a Significant Subsidiary is found to be invalid or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of termination of the Indenture or any group release of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor from its Guarantee in accordance with the terms of the Indenture). 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 Notes then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture, the Notes or the 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except is not obligated to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, the Notes or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder Guarantees unless it has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or received indemnity satisfactory to it against any costsit. The Indenture permits, expenses and liabilities subject to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day periodcertain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes do not give to direct the Trustee a direction inconsistent with such written requestin its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of a majority in aggregate principal amount Notes notice of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration certain continuing Defaults or waive any existing Default or Event Events of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default it determines in the payment of principal of, premium on, if any, or interest on, the Notesgood faith that withholding notice is in their interest.

Defaults and Remedies. An 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 specified in clauses (6) or (7) of Section 6.01 of the Indenture with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Issuers or any of the Restricted Subsidiaries for 60 days after written notice from Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25at least 25.0% of the aggregate in principal amount of the then outstanding Notes may, by written notice to the Issuers, declare all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (including Additional Notes, if any6) to comply with any or (7) of its other agreements in Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount payment of any Indebtedness all amounts that would have been due upon redemption of the Company or any Restricted Subsidiary, or Notes if the acceleration Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 of the final stated maturity Indenture, which, for the avoidance of any such Indebtedness (which acceleration is not rescindeddoubt, annulled or otherwise cured within 30 days shall be 100% of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other Notes at such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated time plus the Applicable Premium (in each case with respect to which calculated as though such date were the 30-day period described above has passedRedemption Date), equals $200.0 million or more at any and accrued and unpaid interest, if any, to, such time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect without prejudice to the Company or rights of such Holders to receive any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by further accrued and unpaid interest from such date to the Indenture or date of payment. Notwithstanding the Note Guaranteesforegoing, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events under clauses (6) or (7) of bankruptcy or insolvency, Section 6.01 of the Indenture with respect to any of the Company, any Restricted Subsidiary that is a Significant Subsidiary Issuers or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, all outstanding Notes will become due and payable immediately without further action or notice. If , and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other Event event of Default occurs the nature described in clauses (6) or (7) of Section 6.01 of the Indenture, and is continuingirrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Trustee or Holders payment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at least 25their option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% in aggregate of the principal amount of Notes at such time plus the then outstanding Notes Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Holders may declare all not enforce the Indenture, the Notes to be due and payable immediatelyor any 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. An The Indenture provides that an Event of Default with respect to the Notes Securities occurs upon the occurrence of when any of the following events: occurs: (a) the default for 30 days Company defaults in the payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on any of the Notes; the failure Securities when it becomes due and payable at Maturity, upon redemption or exercise of a Repurchase Right or otherwise, whether or not such payment is prohibited by the Company to comply with Section 4.17 subordination provisions of Article 13 of the Indenture; the failure by ; (b) the Company or defaults in the payment of interest on any of the Restricted Subsidiaries Securities when it becomes due and payable and such default continues for a period of 30 days, whether or not such payment is prohibited by the subordination provisions of Article 13 of the Indenture; (c) the Company fails to perform or observe any other term, covenant or agreement contained in the Securities or the Indenture and such default continues for a period of 60 days after written notice from of such failure is given as specified in the Trustee or Holders of not less than 25% Indenture; (i) the Company fails to make any payment by the end of the aggregate principal amount of the then outstanding Notes (including Additional Notesapplicable grace period, if any) to comply with any of its other agreements in , after the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal for borrowed money in an amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million5,000,000 (provided that such failure shall not constitute an Event of Default if (1) the Company determines, which judgments remain unpaidin good faith, undischarged that a lessor under a lease described in clause (3)(a) of the definition of Indebtedness set forth in the Indenture breached a covenant under the lease and the Company has given notice of the breach to the lessor and the Trustee and (2) as a result of the breach, the Company withholds payment under the lease) (a "Default Exception"), or unstayed (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $5,000,000 because of a default with respect to such Indebtedness (other than a Default Exception) without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled, in the case of either clause (i) or (ii) above, for a period of 60 days30 days after written notice is given to the Company as specified in the Indenture; and (e) there are certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeCompany. In the case of If an Event of Default arising from certain events shall occur and be continuing, the principal of bankruptcy or insolvency, with respect to all the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become Securities may be declared due and payable immediately without further action or notice. If any other Event of Default occurs in the manner and is continuing, with the Trustee or Holders of at least 25% effect provided in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to the Notes occurs upon the occurrence this Note: (i) failure to pay principal of any of the following events: the default for 30 days in payment Note when it becomes due of and payable at stated maturity, upon acceleration, redemption or otherwise; (ii) failure to pay interest on the Notesany Note when it becomes due and payable and such Default continues for a period of 30 days; the default in payment when due of the principal of or premium, if any, on the Notes; the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements or covenants in, or other provisions of, the Indenture, which failure is not cured within 60 days after notice is given as specified in the Indenture; (iv) any Guarantee ceases to be in full force and effect or any Guarantor denies or disaffirms its obligations under its Guarantee, Notes except, in each case, in connection with a release of a Guarantee in accordance with the terms of this Indenture; (v) the nonpayment at maturity or the Note Guarantees; the failure to pay at final maturity other default (giving effect to beyond any applicable grace periods and period) under any extensions thereof) the stated principal amount of agreement or instrument relating to any other Indebtedness of the Company or any Restricted Subsidiaryof its Significant Subsidiaries (the unpaid principal amount of which is not less than $50 million), or which default results in the acceleration of the final maturity of such Indebtedness prior to its stated maturity of any or occurs at the final maturity thereof and such acceleration has not been rescinded or annulled or such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured repaid within 30 days of receipt by after notice is given as specified in the Company or such Restricted Subsidiary of notice of any such accelerationIndenture; and (vi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 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. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will principal amount hereof may be under no obligation to exercise any of declared due and payable in the rights or powers under manner and with the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred effect provided in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 4.14 or 5.01 of the Indenture; (iv) failure by the Company for 60 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture, Notes or the Note GuaranteesNotes; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating for the payment of money in excess of $200.0 million, which judgments 25.0 million in the aggregate that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Note Guarantee and (ix) the Liens created by the Collateral Documents or the Intercreditor Agreement shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (to the extent perfection by filing, registration, recordation or possession is required by the Indenture, the Intercreditor Agreement or the Collateral Documents) other than in accordance with the terms of the relevant Collateral Document, the Intercreditor Agreement and the Indenture and other than the satisfaction in full of all obligations under the Indenture or the release or amendment of any such Lien in accordance with the terms of the Indenture, the Intercreditor Agreement or the Collateral Documents, or, except for expiration in accordance with its terms or amendment, modification, waiver, termination or release in accordance with the terms of the Indenture, the Intercreditor Agreement and the relevant Collateral Document, any of the Collateral Documents or the Intercreditor Agreement shall for whatever reason be terminated or cease to be in full force and effect, if in either case, such default continues for 30 days after notice, or the enforceability thereof shall be contested by the Company or any Restricted Subsidiary shall deny Guarantor. If any Event of Default occurs and is continuing, the Trustee or disaffirm the Holders of at least 25% in writing its obligations under its Note Guaranteeprincipal amount of the then outstanding Notes may declare all the Notes to be due and payable. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary 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 continuingHolders may not enforce the Indenture or the Notes except as provided in the Indenture, the Trustee or Holders of at least 25% in aggregate principal amount of Collateral Documents and the then outstanding Notes may declare all the Notes to be due and payable immediatelyIntercreditor Agreement. 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 will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir 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 Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Collateral Documents and the Intercreditor Agreement except a continuing Default or Event of Default in the payment of principal ofinterest on, premium onpremium, if any, or interest onthe 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 Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Each of the following events: is an “Event of Default”: (1) default in any payment of principal or any premium on any Security of a series when due (at Maturity, including upon redemption, or otherwise), which continues for 15 days; (2) default in the default payment of interest (if any) and Additional Amounts (if any) on any Security of a series when due, which continues for 30 days days; (3) the Company’s failure to comply with any other obligation contained in payment when due of interest on the Notes; the Indenture (other than a covenant default in payment when due whose performance or whose breach is elsewhere in Section 5.01 of the Base Indenture specifically dealt with), and continuance of such default or breach for a period of 60 days after there has been given to the Company by the Trustee or the Securities Administrator written notice, as provided in accordance with Section 1.05 of the Base Indenture, specifying such default or breach and requiring it to be remedied; (4) the Company’s failure, or the failure of any Material Subsidiary, (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note, guarantee or premiumother similar instruments on the scheduled or original date due (following the giving of such notice, if any, on as required under the Notes; document governing such indebtedness and as extended by any applicable cure period) or (b) to observe or perform any agreement or condition relating to such indebtedness such that such indebtedness has come due prior to its stated maturity and such acceleration has not been cured, unless (in the failure case of clauses (a) and (b)) (i) the aggregate amount of such indebtedness is less than €100,000,000 or (ii) the question of whether such indebtedness is due has been disputed in good faith by the Company to comply with Section 4.17 of the Indenture; the failure by appropriate proceedings and such dispute has not been finally adjudicated against the Company or the Material Subsidiary, as the case may be; (5) if the Company is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of the Restricted Subsidiaries for 60 days after written notice from the Trustee such debts or Holders a moratorium is agreed or declared in respect of not less than 25% or affecting all or any part of the aggregate principal amount (or of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofa particular type of) the stated principal amount of any Indebtedness debts of the Company or any Restricted Subsidiary, or event occurs which under the acceleration laws of any relevant jurisdiction has an analogous effect to any of the final stated maturity foregoing events; or (6) if any Material Subsidiary is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of any such Indebtedness (Material Subsidiary or any event occurs which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by under the Company or such Restricted Subsidiary of notice laws of any such acceleration) if relevant jurisdiction has an analogous effect to any of the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated foregoing events (in each case with respect to which the 30-day period described above has passedcase, a “Material Subsidiary Insolvency Event”), equals $200.0 million or more at provided that no Event of Default under this paragraph (ii) will occur in relation to any time; such Material Subsidiary Insolvency Event unless (x) the failure credit rating assigned by any Rating Agency to the long-term, unsecured and unsubordinated indebtedness of the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a within the period of 60 days; certain events of bankruptcy or insolvency with respect days immediately following such Material Subsidiary Insolvency Event is less than the credit rating assigned by such agency to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guaranteeslong-term, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force unsecured and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf unsubordinated indebtedness of the Company immediately prior to or on the effective date of such Material Subsidiary Insolvency Event and (y) a Rating Agency making a Rating Downgrade publicly announces or confirms that such Rating Downgrade was the result of any Restricted event or circumstance comprised in or arising as a result of, or in respect of, such Material Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeInsolvency Event. In Upon the case occurrence and continuation of an any Event of Default arising from certain events of bankruptcy or insolvencyDefault, with respect to the Company, any Restricted Subsidiary 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, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities of the affected series may declare all the Notes principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), in accordance with Section 1.05 of the Base Indenture. Subject Upon any such declaration, the Securities of such series shall become due and payable immediately. At any time after such a declaration of acceleration with respect to certain limitationsoutstanding Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on all Securities of that series, (b) the principal of (and premium (if any) on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities, (c) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (d) all sums paid or advanced by either of the Trustee or the Securities Administrator hereunder and the reasonable and documented compensation, expenses, disbursements and advances of each of the Trustee and the Securities Administrator, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal and other amounts of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04 of the Base Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct Securities of any series by notice to the Trustee in its exercise of may waive any trust or power. The Trustee will be required to give notice to Holders within 90 days after a past default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interestaffecting such series, except a Default or Event of Default relating to an uncured default in the payment of principal of, premium on, if any, and of or interest on such series of Securities or an uncured default relating to a covenant or provision of the NotesIndenture that cannot be modified or amended without the consent of each affected Holder. Holders of a majority in aggregate principal amount of the outstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, in each case with respect to such series and subject to the limitations specified herein. Subject to the provisions Article 6 of the Base Indenture relating to the duties Trustee’s duties, neither of the Trustee, in case an Event of Default occurs and is continuing, Trustee nor the Trustee Securities Administrator will be under no any obligation to exercise any of the its rights or and powers under the Indenture at the request or direction unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may incur. No Holder of Securities of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall series will have any right to institute any proceeding, judicial or otherwise, proceeding with respect to the Indenture, Indenture or for the appointment Securities of a receiver or trustee, the series or for any other remedy thereunder, unless: : (1) such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default; Default under the Securities of the series has occurred; (2) Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes shall Securities of the relevant series have made a written request to the Trustee to institute the proceedings in respect of such the Event of Default in its own name as Trustee under the Indenture; such Holder or ; (3) the Holders offer and, if requested, provide of the Securities of the relevant series have offered to the Trustee security or reasonable indemnity satisfactory against the cost and other liabilities of instituting a proceeding and provided a written request to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within at its Corporate Trust Office; (4) the Trustee for 60 days after its receipt of thereafter has failed to institute any such request and offer of security or indemnity; and proceeding; (5) during such 60 60-day period, the Holders of a majority in aggregate principal amount of the then outstanding Notes do Securities of the relevant series have not give given the Trustee a direction that is inconsistent with such written request. The ; and (6) the terms of such series of Securities do not prohibit such remedy to be sought by the Trustee and/or the Holders, it being understood and intended that no one or more Holders of a majority shall have any right in aggregate principal amount any manner whatever by virtue of, or by availing of, any provision of the then outstanding Notes by written notice Indenture to affect, disturb or prejudice the Trustee may, on behalf rights of all any other Holders, rescind an acceleration or waive to obtain or to seek to obtain priority or preference over any existing Default other Holders or Event of Default and its consequences to enforce any right under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the manner herein provided and for the equal and ratable benefit of all the Holders Notwithstanding any other provision of the Indenture, the right of any Holder of a Security to receive payment of principal of, premium on, and interest (if any) and Additional Amounts (if any) on the Security, on or after the respective due dates expressed in the Security (including in connection with a Change of Control Offer), or interest onto institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired without the Notesconsent of such Holder.