Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 days after written 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 to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest the principal of or premium, if any, on any Security at its Maturity, and continuance of such default for a period of 10 days; or (ii) default in the payment of interest, if any, or Additional Amounts, if any, with respect to upon any of the NotesSecurities when they become due and payable, and continuance of such default for a period of 30 days; or (iiiii) default in the payment when due (at maturityperformance or observance, upon redemption or otherwise) breach, of any covenant of the principal of, Company [or premium, if any, on, any Guarantor] in any Security or the Notes; Indenture (iii) failure by the Company other than a covenant a default in whose performance or relevant Guarantor to comply with Section 4.15 or whose breach is elsewhere in Section 5.01 of the Indenture; (iv) failure by the Company Indenture as it relates to this series of Securities specifically dealt with), and continuance of such default or relevant Guarantor breach for 60 a period of 90 days after written notice there has been given, by registered or certified mail, to the Company [and the Guarantor] by the Trustee or to the Company[, the Guarantor] and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as Securities a single class written notice specifying such default or breach and requiring it to comply with any be remedied and stating that such notice is a “Notice of Default” under the agreements Indenture; or (iv) certain events specified in the Indenture (other than a default in performancerelating to the bankruptcy, insolvency or breach, reorganization of the Company [or a covenant any Guarantor]; or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason Guarantees cease to be in full force and effect, effect or become unenforceable or invalid or are declared null and void (other than in accordance with the terms of such Guarantees) or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of Guarantees.] If an Event of Default arising from certain events (other than an Event of bankruptcy or insolvency, Default referred to in clause (iv) of the preceding paragraph) 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 this Security occurs and is continuing, the Trustee mayby notice to the Company [and the Guarantor], or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding NotesSecurities by written notice to the Company[, the Guarantor] and the Trustee, may declare all of the Notes then outstanding Securities to be due and payable immediately. If an Event of Default referred to in such clause (iv) occurs, acceleration of all amounts payable on the Securities shall be automatic. The amount due and payable upon the acceleration of any Security is equal to 100% of the principal amount thereof plus premium, if any, Additional Amounts, if any, and accrued and unpaid interest, if any, to the date of payment. Holders may not enforce the Indenture or the Notes this Security except as provided in the Indenture. The Trustee does require indemnity reasonably satisfactory to it before it enforces the Indenture or this Security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal, premium, if any, Additional Amounts, if any, or Event of Default interest, if any) if it determines that withholding notice is in their interest, except a Default or Event interests. Each of Default relating the Company [and the Guarantor] must furnish an annual compliance certificate to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. Events of Default are defined in the Indenture and generally include: (i) default for 30 days in payment of any interest on the payment when due of interest or Additional Amounts, if any, with respect to the NotesSecurities; (ii) default in the any payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the NotesSecurities as and when due and payable; (iii) failure default by the Company Issuer or relevant any Subsidiary Guarantor to comply in compliance with Section 4.15 any of its other covenants or Section 5.01 agreements in, or provisions of, the Securities or in the Indenture which shall not have been remedied within 90 days after written notice by the Trustee or by the holders of at least 25% in principal amount of the IndentureSecurities then outstanding (or, in the event that other Debt Securities issued under the Base Indenture are also affected by the default, then 25% in principal amount of all outstanding Debt Securities so affected); (iv) failure certain events involving bankruptcy, insolvency or reorganization of the Issuer or any Subsidiary Guarantor that is a Significant Subsidiary or (v) any Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary ceases to be in full force and effect with respect to Securities (except as otherwise provided in the Company Indenture) or relevant is declared null and void in a judicial proceeding, or any such Subsidiary Guarantor for 60 days after written notice to denies or disaffirms its obligations under the Company by Indenture or such Guarantee. If 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 voting as a single class to comply with any of the agreements in the Indenture Securities (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, andor, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events described in clause (iii) above, if outstanding Debt Securities of bankruptcy other series are affected by such Default, then at least 25% in principal amount of the then outstanding Debt Securities so affected), may declare the principal of and interest on all the Securities (or insolvencysuch Debt Securities) to be immediately due and payable, with respect to except that in the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group case of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiaryan Event of Default described in clause (iv) above, all outstanding Notes will Debt Securities under the Base Indenture become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal The amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediatelyupon the acceleration of any Security is equal to 100% of the principal amount thereof plus accrued interest to the date of payment. Holders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may require security or indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities (or affected Debt Securities) may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal, premium 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 Issuer must furnish annual compliance certificates to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which are more specifically described in the Indenture) (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to additional interest (as required by the NotesRegistration Rights Agreement) when due on the Securities; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, onon the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the NotesSecurities, upon acceleration or otherwise; (iii) the failure by the Company or relevant any Subsidiary Guarantor to comply with Section 4.15 its obligations under Article IV or Section 5.01 10.2(b) of the Indenture; (iv) failure by the Company or relevant Guarantor to comply for 60 30 days after written 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 to comply with any of its obligations under the agreements in covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 3.20 of the Indenture (in each case, other than a default in performancefailure to purchase Securities when required under the Indenture, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), failure shall constitute an Event of Default under clause (ii) or (iii) above); (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Indenture; (vi) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay when due principal of or interest or premium, if any, on such Indebtedness prior to the expiration of within the grace period provided in such Indebtedness on the date of such (“payment default, ”) or (yb) results in the acceleration of such Indebtedness prior to its express maturity, final Stated Maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a payment default or the maturity of which has been so accelerated, aggregates $25.0 15.0 million or more; (vivii) failure by the Companycertain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; together (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s latest audited consolidated financial statements for the Company and its Restricted Subsidiaries that, taken togetherSubsidiaries), would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days(the “bankruptcy provisions”); or (viii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togethertogether (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary. In Subsidiary to pay final judgments aggregating in excess of $15.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the case “judgment default provision”); or (ix) any Subsidiary Guarantee of an Event a Significant Subsidiary or group of Default arising from certain events Restricted Subsidiaries that taken together as of bankruptcy the latest audited financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or insolvency, with respect to the Company, is declared null and void in a judicial proceeding or any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any a group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, all a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes will become due Securities notify the Company of 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 (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee may, by notice to the Company or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes Securities to be due and payable immediately. Holders If an Event of Default described in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following are Events of Default includeDefault: (i) default for 30 days in failure by the payment Company to pay the principal of any Note when due of interest or Additional Amounts, if any, with respect to the Notesdue; (ii) default in failure by the payment Company to pay any interest on any Note when due (at maturitydue, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notescontinuing for 30 days; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 its other agreements or Section 5.01 covenants in the Notes or the Indenture for the benefit of the Holders of the Notes upon the receipt by the Company of notice of such Default by the Trustee, or upon the receipt by the Company and the Trustee of notice of such Default by the Holders of at least 25% in aggregate principal amount of the Notes, and (except in the case of a Default with respect to certain covenants described in the Indenture) the Company’s failure to cure such Default within 60 days after receipt of such notice; (iv) failure by certain events of bankruptcy or insolvency; (v) default under any mortgage, indenture (including the Indenture) or instrument under which is issued or which secures or evidences Indebtedness of the Company or relevant Guarantor any Restricted Subsidiary (other than Non-Recourse Indebtedness) which default constitutes a failure to pay principal of such Indebtedness in an amount of $25 million or more when due and payable (other than as a result of acceleration) or results in Indebtedness (other than Non-Recourse Indebtedness) in the aggregate of $25 million or more becoming or being declared due and payable before it would otherwise become due and payable; and (vi) entry of a final judgment for the payment of money against the Company or any Restricted Subsidiary in an amount of $5 million or more which remains undischarged or unstayed for a period of 60 days after written notice the date on which the right to the Company by appeal such judgment has expired or becomes subject to an enforcement proceeding. In case an Event of Default (other than arising out of certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class at the time outstanding, by notice in writing to comply with any of the agreements in Company (and to the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (iTrustee if given by the Holders), (ii) or (iii) above); (v) default under any mortgage, indenture or instrument under which there may declare to be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any due and payable immediately that portion of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration and upon such Indebtedness that is declaration the same shall become and be immediately due and has not been paid, together with the principal amount payable. In case an Event of any other such Indebtedness that is due and has not been paid or the maturity Default arising out of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders outstanding principal of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shallaccrued and unpaid interest, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notesany, declare all on the Notes to shall become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any of the Holders. Holders Such declaration or acceleration and its consequences may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, be rescinded by Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event if all existing Events of Default have been cured or waived (except non-payment of principal that has become due solely because of the acceleration) and if it determines that withholding notice is in their interest, except the rescission would not conflict with any judgment or decree. An existing Default (other than a Default or Event of Default relating to the in payment of principal, principal of or interest on the Notes or Additional Amounts or premium, if any. The 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 not less than a majority in aggregate principal amount of Notes at the Notes time outstanding by notice to upon the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under conditions provided in the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of the principal of or premium, if any, on any Security at its Maturity, and continuance of such default for a period of 10 days; or (ii) default in the payment of interest or Additional Amounts, if any, with respect to upon any of the NotesSecurities when they become due and payable, and continuance of such default for a period of 30 days; or (iiiii) default in the payment when due (at maturity, upon redemption performance or otherwise) of the principal ofobservance, or premiumbreach, if any, on, the Notes; (iii) failure by of any covenant of the Company or relevant the Guarantor to comply with Section 4.15 in any Security or the Indenture (other than a covenant a default in whose performance or whose breach is elsewhere in Section 5.01 of the Indenture; (iv) failure by the Company Indenture specifically dealt with), and continuance of such default or relevant Guarantor breach for 60 a period of 90 days after written notice there has been given, by registered or certified mail, to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as Securities a single class written notice specifying such default or breach and requiring it to comply with any be remedied and stating that such notice is a “Notice of Default” under the agreements Indenture; or (iv) certain events specified in the Indenture (other than a default in performancerelating to the bankruptcy, insolvency or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by reorganization of the Company or any of its Restricted Subsidiaries (the Guarantor; or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason Guarantees cease to be in full force and effect, effect or any become unenforceable or invalid or are declared null and void (other than in accordance with the terms of such Guarantees) or the Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantees. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy or insolvency, Default referred to in clause (iv) of the preceding paragraph) 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 this Security occurs and is continuing, the Trustee mayby notice to the Company and the Guarantor, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding NotesSecurities by written notice to the Company, the Guarantor and the Trustee, may declare all of the Notes then outstanding Securities to be due and payable immediately. If an Event of Default referred to in such clause (iv) occurs, acceleration of all amounts payable on the Securities shall be automatic. The amount due and payable upon the acceleration of any Security is equal to 100% of the principal amount thereof plus premium, if any, Additional Amounts, if any, and accrued and unpaid interest to the date of payment. Holders may not enforce the Indenture or the Notes this Security except as provided in the Indenture. The Trustee does require indemnity reasonably satisfactory to it before it enforces the Indenture or this Security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders notice of any continuing Default default (except a default in payment of principal, premium, if any, Additional Amounts, if any, or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event interests. Each of Default relating the Company and the Guarantor must furnish an annual compliance certificate to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. Events of Default under the Indenture include: (i) a default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to on the NotesSecurities; (ii) a default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, onon the Securities, the Notesat maturity or otherwise; (iii) a failure by the Company or relevant Guarantor to comply with Section 4.15 the provisions of Sections 3.07, 3.09 or Section 5.01 3.12 of the Indenture; (iv) a failure by the Company or relevant Guarantor for 60 days after written 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 to comply with any of the its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)the Securities; (v) any default occurs 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 by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, exists on the date of the Indenture or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration date of the grace period provided in such Indebtedness on the date of such defaultIndenture, which default (a) constitutes a Payment Default or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a of its Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay a final judgment or final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgment or judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; and (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that Significant Subsidiaries. If any Event of Default occurs and is a Significant Subsidiary continuing, the Trustee or any group the Holders of Restricted Subsidiaries thatat least 25% in principal amount of the then outstanding Securities by written notice to the Company and the Trustee, taken togethermay declare all the Securities to be due and payable immediately. Notwithstanding the foregoing, would constitute a Significant Subsidiary. In in the case of an Event of Default arising from 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 SubsidiarySubsidiaries, all outstanding Notes will Securities shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders Securities may not enforce the Indenture or the Notes Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Securities 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 principalprincipal or interest) if it determines that withholding notice is in the Holders' interest. If an Event of Default occurs under the Indenture prior to maturity by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of such Securities prior to the date of maturity, interest or Additional Amounts or premium, if anythen the premium specified in Section 5.02 of the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of such Securities. The Holders of not less than a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Securities waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal or of, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentSecurities. 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 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. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which is described in greater detail in the Indenture) (i) default for 30 days in the payment of interest, Additional Interest or Additional Amounts when due of interest or Additional Amounts, if any, with respect to on the NotesSecurities; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, onon the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the NotesSecurities, upon declaration or otherwise; (iii) the failure by the Company or relevant any Subsidiary Guarantor to comply with Section 4.15 its obligations under Article IV or Section 5.01 10.2 of the Indenture; (iv) failure by the Company to comply for 30 days after written notice with any of its obligations under the covenants described under Sections 3.2 through 3.12 inclusive, Section 3.16 or relevant Section 3.19 of the Indenture (in each case, other than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above) or failure by the Company or any Subsidiary Guarantor to comply for 30 days after written notice with any of its obligations under the Collateral Documents; (v) the failure by the Company to comply for 60 days after written 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 to comply with any of the its other agreements contained in the Indenture or under the Securities (other than a default those referred to in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses clause (i), (ii), (iii) or (iiiiv) above); (vvi) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay principal of of, or interest or premium, if any, on such Indebtedness at maturity prior to the expiration of the grace period provided in such Indebtedness on the date of such (“payment default, ”) or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a payment default or the maturity of which has been so accelerated, aggregates $25.0 5.0 million or more; (vivii) failure by the Companycertain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; together (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s latest audited consolidated financial statements for the Company and its Restricted Subsidiaries that, taken togetherSubsidiaries), would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days(the “bankruptcy provisions”); or (viii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togethertogether (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary. In the case Subsidiary to pay final judgments aggregating in excess 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise $5.0 million (net of any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines amounts that withholding notice is a reputable and creditworthy insurance company has acknowledged liability for in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affectedwriting), which judgments are not paid, discharged, waived or stayed for a period of 60 days (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.“judgment default provision”);

Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (ia) default for 30 days in the payment when due of interest on, or Additional Amounts, if any, with respect to to, the Notes; (iib) default in the payment payment, when due (at maturityStated Maturity, upon redemption acceleration, redemption, required repurchase or otherwise) , of the principal of, or premium, if any, on, on the Notes; (iiic) failure by the Company or relevant Guarantor any Restricted Subsidiary to comply with the provisions of Section 4.15 4.12, 4.18 or Section 5.01 of the Indenture; (ivd) failure by the Company for 90 days after written notice thereof has been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding, to comply with the covenants or agreements in Section 4.03 of the Indenture; (e) failure by the Company or relevant Guarantor any Restricted Subsidiary for 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other covenants or agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (vf) default under any hypothec, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (Subsidiary, or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (xi) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, (a “Payment Default”); or (yii) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $US$25.0 million or more; (vig) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final final, non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $US$25.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (viih) except as permitted by the Indenture (including with respect to any limitations), any Note Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason cease, to be in full force and effect, effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor which that is a Significant Subsidiary denies or any disaffirms its obligations under its Subsidiary Guarantee, or a group of its Restricted Subsidiaries Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary, Subsidiary deny or any Person acting on behalf of any such Guarantor, denies or disaffirms its disaffirm their obligations under its Note Guarantee their respective Subsidiary Guarantees; and such Default continues for 30 days; or (viiii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Subsidiaries that are Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 insolvency described in 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 shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 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 or in its exercise of any trust or power conferred on itpower. 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, interest or Additional Amounts or premium, if any, or interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. The Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal or principal, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected)or Additional Amounts, or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentif any. 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 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. Events Each of Default includethe following is an “EVENT OF DEFAULT”: (i) default for a period of 30 days in the payment when due of interest or Additional Amounts, if any, with respect to on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 any of the Indenture; (iv) failure by the Company or relevant Guarantor its Subsidiaries fails for 60 30 days after written notice to specifying the Company by default from the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the provisions of Section 4.09 of the Supplemental Indenture; (iv) the Company or any of its Subsidiaries fails for 60 days after notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding to comply with any of the other agreements in the Supplemental Indenture or the Notes; (v) the Company or any of its Subsidiaries (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (iireceivables securitization entity) or (iii) above); (v) default defaults 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 by the Company or any of its Restricted Subsidiaries (other than a receivables securitization entity) (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesSubsidiaries (other than a receivables securitization entity), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Supplemental Indenture, if that default: default (xa) is caused by a failure to pay principal of on such Indebtedness prior to at its final stated maturity (or on or before the expiration of the any grace period provided in such Indebtedness on the date of such default, ) (a “Payment Default”) or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that under which there is due and has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 75.0 million or moremore or its foreign currency equivalent, and in each case the Company has received notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding and thereafter does not cure the default within 30 days; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted its Subsidiaries that, taken together, would constitute a Significant Subsidiary, fails to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million75.0 million or its foreign currency equivalent, excluding amounts covered by insurance, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect or any Guarantor which that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such GuarantorGuarantor that is a Significant Subsidiary, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 daysGuarantor’s Guarantee, in each case except as permitted by the Supplement Indenture; or (viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law. If any group Event of Restricted Subsidiaries thatDefault occurs and is continuing, taken togetherthe 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, would constitute a Significant Subsidiary. In in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary pursuant to or any group within the meaning of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryBankruptcy Law, 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental 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 or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, if anyinterest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Supplemental Indenture except a continuing Default or Event of Default: (i) Default in the payment of interest on, or the principal or premiumof, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required, within 30 days of 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. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amountson, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premiumpremium on, if any, on, the Notes; , (iii) failure by the Company or relevant any Guarantor for 60 days (or, in the case of any failure to comply with Section 4.15 or Section 5.01 4.03 of the Indenture; (iv, 120 days) failure by the Company or relevant Guarantor for 60 days after written notice to the Company by the Trustee or the Holders of at least 2530% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than a default referred to in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses clause (i), (ii1) or (iii2) aboveof Section 6.01 of the Indenture); (viv) default 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 by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of this Indenture, if that default: (xA) is caused by a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”); or (yB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $25.0 million 100.0 million; provided that this clause (iv) shall not apply (x) to secured Indebtedness that becomes due as a result of the voluntary sale or more; transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company and (viy) failure by to the Companyextent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any Restricted Subsidiary that is a Significant Subsidiary or of the Guarantors in connection with any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments Tax Equity Financing entered into by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectnon-Subsidiary Guarantor; (viiv) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Guarantee of a Significant Subsidiary by any Guarantor (or any group of Guarantors) that, if Subsidiaries of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is shall be held in any final and non-appealable judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary (or any group of its Restricted Subsidiaries Guarantors) that, taken togetherif a Subsidiary of the Company, would constitute a Significant Subsidiary, or any Person acting on behalf of any such GuarantorGuarantor (or any group of Guarantors) that, denies if a Subsidiary of the Company, would constitute a Significant Subsidiary, shall deny or disaffirms disaffirm its or their obligations under its Note Guarantee and such Default continues for 30 daysor their Subsidiary Guarantee(s); or (viiivi) certain events of bankruptcy or insolvency with respect to the Company or any Guarantor of its Restricted Subsidiaries that is the Company that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Restricted Guarantors of the Company that, if Subsidiaries thatof the Company, taken together, would constitute a Significant Subsidiary. In : (A) commences a voluntary case, (B) consents to the case entry of an Event order for relief against it in an involuntary case, (C) consents to the appointment of Default arising from certain events a custodian of bankruptcy it or insolvencyfor all or substantially all of its property, with respect to (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor of the Company that, if a Subsidiary of the Company, any Restricted Subsidiary that is would constitute a Significant Subsidiary or any group of Restricted Guarantors of the Company that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary; (B) appoints a custodian of the Company or any Guarantor of the Company that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the Company that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary, for 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 may, or the Holders of at least 25% in aggregate principal amount substantially all of the then outstanding Notes may property of the Company or any such Guarantor; or (C) orders the liquidation of the Company or any Guarantor of the Company that, if a Subsidiary of the Company, would constitute a Significant Subsidiary or any group of Guarantors of the Company that, if Subsidiaries of the Company, taken together, would constitute a Significant Subsidiary; and the Trustee shall, if so directed by the Holders of at least 25% order or decree remains unstayed and in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding effect for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default60 consecutive days.

Defaults and Remedies. Events Each of Default includethe following is an “EVENT OF DEFAULT”: (i) default for a period of 30 days in the payment when due of interest or Additional Amounts, if any, with respect to on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 any of the Indenture; (iv) failure by the Company or relevant Guarantor its Subsidiaries fails for 60 30 days after written notice to specifying the Company by default from the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the provisions of Section 4.09 of the Supplemental Indenture; (iv) the Company or any of its Subsidiaries fails for 60 days after notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding to comply with any of the other agreements in the Supplemental Indenture or the Notes; (v) the Company or any of its Subsidiaries (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (iireceivables securitization entity) or (iii) above); (v) default defaults 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 by the Company or any of its Restricted Subsidiaries (other than a receivables securitization entity) (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesSubsidiaries (other than a receivables securitization entity), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Supplemental Indenture, if that default: default (xa) is caused by a failure to pay principal of on such Indebtedness prior to at its final stated maturity (or on or before the expiration of the any grace period provided in such Indebtedness on the date of such default, ) (a “Payment Default”) or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that under which there is due and has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 250.0 million or moremore or its foreign currency equivalent, and in each case the Company has received notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding and thereafter does not cure the default within 30 days; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted its Subsidiaries that, taken together, would constitute a Significant Subsidiary, fails to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million250.0 million or its foreign currency equivalent, excluding amounts covered by insurance, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect or any Guarantor which that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such GuarantorGuarantor that is a Significant Subsidiary, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 daysGuarantor’s Guarantee, in each case except as permitted by the Supplement Indenture; or (viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law. If any group Event of Restricted Subsidiaries thatDefault occurs and is continuing, taken togetherthe 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, would constitute a Significant Subsidiary. In in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary pursuant to or any group within the meaning of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryBankruptcy Law, 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental 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 or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, if anyinterest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Supplemental Indenture except a continuing Default or Event of Default: (i) Default in the payment of interest on, or the principal or premiumof, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required, within 30 days of 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. Under the Indenture, Events of Default include: include (each of which is described in greater detail in the Indenture): (i) default for 30 days in the any payment when due of interest or Additional AmountsInterest, if anyany (as required by the Registration Rights Agreement), with respect to the Noteson any Security when due, continued for 30 days; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, onon any Security when due at its Stated Maturity, the Notesupon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (iii) failure by the Company Issuer or relevant any Guarantor to comply with its obligations under Section 4.15 or Section 5.01 4.1 of the Indenture; (iv) failure by the Company Parent Guarantor or relevant the Issuer to comply for 30 days (or 180 days in the case of a Reporting Failure) after notice as provided with Section 3.9 or under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.10, 3.11, 3.15 and 3.18 of the Indenture (in each case, other than a failure to purchase Securities which will constitute an Event of Default under clause (ii) above and other than a failure to comply with Section 4.1 of the Indenture which is covered by clause (iii)); (v) failure by the Parent Guarantor or the Issuer to comply for 60 days after written 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 to comply with any of the its other agreements contained in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (vvi) default 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 by the Company Parent Guarantor or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent Guarantor or any of its Restricted Subsidiaries), other than Indebtedness owed to the Parent Guarantor or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that which default: (xa) is caused by a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date (and any extensions of such any grace period) (“payment default, ”); or (yb) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity; and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a payment default or the maturity of which has been so accelerated, aggregates $25.0 10.0 million or more; (vivii) failure by certain events of bankruptcy, insolvency or reorganization of the CompanyParent Guarantor, the Company Issuer or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togethertogether (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary; (viii) failure by the Parent Guarantor, the Issuer or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million10.0 million (to the extent not covered by insurance by a reputable and creditworthy insurance company as to which the insurer has not disclaimed coverage), which judgments shall are not have been discharged paid or waived discharged, and there shall have been be a period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or orderdecree, by reason of an appeal, waiver pending appeal or otherwise, shall not have been be in effect; or (viiix) except as permitted by the Indenture (including with respect to Parent Guarantee or any limitations), any Note Subsidiary Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, together (as of the latest audited consolidated financial statements for the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or Subsidiary, ceases for any reason to be in full force and effect, effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or the Parent Guarantor or any Subsidiary Guarantor which that is a Significant Subsidiary or any group of its Restricted Subsidiaries Subsidiary Guarantors that, taken together, together (as of the latest audited consolidated financial statements of the Parent Guarantor and its Restricted Subsidiaries) would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under the Indenture or its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantee. In the case of If 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 than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee mayby notice to the Parent Guarantor and the Issuer, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Securities by notice to the Parent Guarantor and the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes Securities to be due and payable immediately. Holders If an Event of Default described in clause (vii) of the foregoing paragraph occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest) on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the 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 time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. 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, premium, if any, or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of Default includethe following is an “EVENT OF DEFAULT”: (i) default for a period of 30 days in the payment when due of interest or Additional Amounts, if any, with respect to on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 any of the Indenture; (iv) failure by the Company or relevant Guarantor its Subsidiaries fails for 60 30 days after written notice to specifying the Company by default from the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the provisions of Sections 4.09 of the Supplemental Indenture; (iv) the Company or any of its Subsidiaries fails for 60 days after notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding to comply with any of the other agreements in the Supplemental Indenture or the Notes; (v) the Company or any of its Subsidiaries (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (iireceivables securitization entity) or (iii) above); (v) default defaults 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 by the Company or any of its Restricted Subsidiaries (other than a receivables securitization entity) (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesSubsidiaries (other than a receivables securitization entity), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Supplemental Indenture, if that default: default (xa) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to on or before the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”) or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that under which there is due and has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 75.0 million or moremore or its foreign currency equivalent, and in each case the Company has received notice specifying the default from the Trustee or Holders of at least 25% of the aggregate principal amount of Notes then outstanding and thereafter does not cure the default within 30 days; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted its Subsidiaries that, taken together, would constitute a Significant Subsidiary, fails to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million75.0 million or its foreign currency equivalent, excluding amounts covered by insurance, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect or any Guarantor which that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such GuarantorGuarantor that is a Significant Subsidiary, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 daysGuarantor’s Guarantee, in each case except as permitted by the Supplement Indenture; or (viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togetheras a whole, would constitute a Significant SubsidiarySubsidiary pursuant to or within the meaning of Bankruptcy Law. 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, Company or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togetheras a whole, would constitute a Significant SubsidiarySubsidiary pursuant to or within the meaning of Bankruptcy Law, 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental 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 or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, if anyinterest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Supplemental Indenture except a continuing Default or Event of Default: (i) Default in the payment of interest on, or the principal or premiumof, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture, and the Company is required, within 30 days of 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. Events Each of Default includethe following is an event of default: (i1) default for 30 thirty (30) days in the payment when due of interest or Additional Amounts, if any, with respect to on the Notes; (ii2) default in the payment when due (at maturity, upon redemption maturity or otherwise) of the principal or Aggregate Accreted Principal Amount of, or premium, if any, on, the Notes; (iii3) default in the Company’s obligation to deliver shares of Common Stock, cash or other property upon conversion of the Notes as required under the Indenture and such default continues for a period of five (5) days; (4) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries to comply with Section 4.15 the provisions of Sections 3.08, 5.07, 5.09, 5.10 or Section 5.01 6.01 of the Indenture; (iv5) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries for 60 sixty (60) days after written 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 to comply with any of the other agreements in the Indenture or any Collateral Agreement; provided, however, that with respect to a failure by the Company to comply with Section 5.03 of the Indenture, such period shall be ninety (other 90) days, rather than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses sixty (i), (ii60) or (iii) above)days; (v6) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: default (xi) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, Payment Default or (yii) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10.0 million or more; (vi7) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 10.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during sixty (60) days; (8) (i) any revocation, cancellation or relinquishment, which a stay of enforcement of such judgment or order, by reason of an action is not subject to further appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s or its Restricted Subsidiaries’ (A) 24 GHz FCC Licenses covering a population equal to or greater than 5.0% of the population covered by all of the Company’s and its Restricted Subsidiaries’ 24 GHz FCC Licenses or (B) 39 GHz licenses covering a population equal to or greater than 33 1/3% of the population covered by all of the Company’s and its Restricted Subsidiaries’ 39 GHz licenses, with the population in each case determined by the most recent official census conducted by the U.S. government and (ii) such FCC License revocation, cancellation or relinquishment, individually or in the aggregate, has a material adverse effect on the condition (financial or otherwise), results of operations, business or prospects of the Company and its Restricted Subsidiaries that, taken together, would constitute as a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, whole; (9) the Company or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries thatSubsidiaries, taken togetherpursuant to or within the meaning of the Bankruptcy Code (i) commences a voluntary case, would constitute (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Significant Subsidiarycustodian, receiver, trustee, assignee, liquidator or similar official under the Bankruptcy Code of it or for all or substantially all of its property, (iv) makes a general assignment for the benefit of its creditors, or (v) generally is not paying its debts as they become due; (10) a court of competent jurisdiction enters an order or decree under any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues Bankruptcy Code that (i) is for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to relief against the Company or any of its Restricted Subsidiaries that is in an involuntary case, (ii) appoints a Significant Subsidiary custodian, receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Code of the Company or any group of its Restricted Subsidiaries, or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries, or (iii) orders the liquidation of the Company or any of its Restricted Subsidiaries; (11) any Collateral Agreement at any time for any reason shall cease to be in full force and effect in all material respects, or any Collateral Agreement ceases to give the Collateral Agent the Liens (other than Liens securing Collateral, individually or in the aggregate, having a Fair Market Value of less than $500,000), rights, powers and privileges purported to be created thereby, superior to and prior to the rights of all third Persons other than the holders of Permitted Liens and subject to no other Liens except as expressly permitted by any Collateral Agreement or the Indenture; (12) the Company or any of its Restricted Subsidiaries thatcontest in any manner the effectiveness, taken togethervalidity, would constitute binding nature or enforceability of any Collateral Agreement; or (13) the Note Guarantee of any Guarantor ceases to be in full force and effect or is declared to be null and void and unenforceable or is found to be invalid or any Guarantor denies its liability under its Note Guarantee (other than by reason of release of a Significant SubsidiaryGuarantor in accordance with the terms of the Indenture). In the case of an Event of Default arising from certain events of bankruptcy specified in clause (9) or insolvency(10) above, with respect to the Company, Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiarythe 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. If the Notes become due and payable at any time prior to maturity, the amount that shall become due and payable shall be the Aggregate Accreted Principal Amount of such Notes. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture or the Collateral Agreements that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability or expense. Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the 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 and if all existing Events of Default (except nonpayment of principal or Aggregate Accreted Principal Amount, interest or premium that has become due solely because of the acceleration) have been cured or waived. The Trustee may withhold from the Holders of the Notes then outstanding notice of any continuing Default or Event of Default under the Indenture if it determines that withholding notice is in their interest, except a Default or Event of Default under the Indenture relating to the payment of principalprincipal or Aggregate Accreted Principal Amount, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount Subject to the provisions of the Notes outstanding by notice Indenture relating to the duties of the Trustee, including, without limitation, Section 8.01 of the Indenture, 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 to the Trustee mayreasonable indemnity or security against any loss, liability or expense. If an Event of Default occurs on or prior to November 15, 2010 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Holders Company or the Guarantors with the intention of all outstanding avoiding the prohibition on redemption of the Notes prior to November 15, 2010 or the requirement to pay the Designated Event Make-Whole Amount, then, upon acceleration of the Notes, rescind acceleration any additional premium shall also become due and immediately payable, to the extent permitted by law, in an amount equal to the Designated Event Make-Whole Amount. The Company and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) shall deliver to the Trustee, within ninety (90) days after the end of each fiscal year, an Officer’s Certificate, signed by the Company’s Chief Executive Officer, Chief Financial Officer or waive Chief Accounting Officer, stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company and each obligor under the Notes and the Indenture has kept, observed, performed and fulfilled its obligations under the Note Documents, and further stating, as to the Officer signing such certificate, that to the best of his or her knowledge the Company and each such obligor has kept, observed, performed and fulfilled each and every covenant contained in the Note Documents and is not in default in the performance or observance of any existing of the terms, provisions and conditions of the Note Documents (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and its consequences under what action the Indenture, except a continuing Default Company or Event such obligor is taking or proposes to take with respect thereto) and that to the best of Default: (i) his or her knowledge no event has occurred and remains in the payment existence by reason of which payments on account of the principal or premiumof, Aggregate Accreted Principal Amount, if any, any Additional Amounts or interest interest, if any, on any Note held by the Notes is prohibited or if such event has occurred, a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent description of the Holder of each Note affected by event and what action the Company or such modification obligor is taking or amendmentproposes to take with respect thereto. The Company is required to shall, so long as any of the Notes are outstanding, deliver to the Trustee annually a statement regarding compliance with the IndentureTrustee, and the Company is required, within 30 days of forthwith upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officer’s Certificate specifying such Default or Event of DefaultDefault and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. Events The Indenture provides that each of the following constitutes an Event of Default include: (whatever the reason for such Event of Default, whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body and whether or not it shall be occasioned or prohibited by the provisions of Article 17 of the Indenture and, in circumstances where the Guarantor and/or the Company are required to obtain the consent of the Required EPIL Holders or the Required Existing EPIL Holders, as the case may be, as a condition to taking any action, whether or not occasioned or prohibited by the failure of the Guarantor and/or the Company, as the case may be, to obtain such consent): (i) default for 30 days in the payment when due of any interest on any Security, or any Additional Amounts, if any, Amounts payable with respect to thereto, when such interest becomes or such Additional Amounts become due and payable, and continuance of such default for a period of 30 days (whether or not such payment is prohibited by Article 17 of the Notes; Indenture), (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal ofof or any premium on any Security, or premiumany Additional Amounts payable with respect thereto, if anywhen such principal or premium becomes or such Additional Amounts become due and payable either at their Maturity upon any redemption, onby declaration of acceleration (whether or not such payment is prohibited by Article 17 of the Indenture), the Notes; (iii) failure by default in the performance, or breach, of any covenant or agreement of the Company or relevant the Guarantor to comply with Section 4.15 in the Indenture or Section 5.01 the Securities and continuance of the Indenture; (iv) failure by the Company such default or relevant Guarantor breach for a period of 60 days after written notice there has been given to the Company and the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as Outstanding Securities, a single class to comply with any Notice of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i)Default, (iiiv) or (iii) above); (v) any event of default under as defined in any mortgage, indenture or instrument under which there may be issued issued, or by which there may be secured or evidenced evidenced, any Indebtedness for money borrowed by of the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)Guarantor, whether such Indebtedness now exists or Guarantee now existsshall hereafter be created or incurred, or is created after shall happen and shall consist of default in the Issue Date, if that default: (x) is caused by a failure to pay principal payment of such Indebtedness at the maturity thereof (after giving effect to any applicable grace period) and such Indebtedness in aggregate principal amount exceeds $30,000,000, or results in the Indebtedness in aggregate principal amount in excess of $30,000,000 becoming or being declared due and payable prior to the expiration of the grace period provided in such Indebtedness date on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturitywhich it would otherwise become due and payable, and, in each case, such default shall not be cured or such acceleration shall not be rescinded or annulled within a period of 30 days after there shall have been given, by registered or certified mail, to the principal amount of any such Indebtedness that is due Company and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid Guarantor by the Trustee or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by to the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding NotesOutstanding Securities, declare all a written notice specifying such event of default and requiring the Notes Company or the Guarantor to cause such acceleration to be due rescinded or annulled or to cause such Indebtedness to be discharged and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines stating that withholding such notice is in their interesta "Notice of Default," (v) the Guarantor shall fail within 60 days to pay, except a Default bond or Event of Default relating to otherwise discharge any uninsured judgment or court order for the payment of principalmoney in excess of $30,000,000, interest which is not stayed on appeal or Additional Amounts is not otherwise being appropriately contested in good faith, (vi) certain events of bankruptcy involving the Guarantor and (vii) the Guarantee ceases to be in full force and effect or premiumis declared null and void or the Guarantor denies that it has any further liability under the Guarantee or gives notice to such effect, if any. The Holders of not less other than a majority in aggregate principal amount by reason of the Notes outstanding by notice termination of the Indenture with respect to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultSecurities.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, Amounts if any, with respect to on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 4.12 or Section 5.01 4.17 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 30 days after it receives written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class Notes to comply with observe or perform any of the agreements other covenant or other agreement in the Indenture or the Notes; (v) the declaration or payment of any dividend or the making of any other payment or distribution described in Section 4.09(a) of the Indenture, which declaration, payment or distribution would not be permitted by Section 4.09(b) of the Indenture if it were treated as a Restricted Payment; (vi) other than in connection with a default in performancePermitted Merger, the Company, the Parent or a Guarantor consolidates or merges with or into (whether or not such entity is the surviving corporation), or breachsells, assigns, transfers, leases, conveys, demerges or a covenant otherwise disposes of all or agreement which is specifically dealt with substantially all of its properties and assets in one or more related transactions, to, another Person, unless the conditions precedent specified in clauses (i), 1) through (ii5) of Sections 5.01(a) or 5.01(b) (iiias applicable) above)of the Indenture have been complied with; (vvii) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Financial Indebtedness for money borrowed by the Company Parent or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company Parent or any of its Restricted SubsidiariesSubsidiary), whether such Financial Indebtedness or Guarantee guarantee now exists, exists or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay principal of or premium or interest or additional amounts on such Financial Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such defaultFinancial Indebtedness, including any extension thereof (a “Payment Default”) or (yb) results in the acceleration of such Financial Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidFinancial Indebtedness, together with the principal amount of any other such Financial Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $25.0 million 25,000,000, and provided further, that if such default is cured or morewaived or any such acceleration rescinded, or such Financial Indebtedness is repaid within a period of ten days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as said rescission does not conflict with any judgment or decree; (viviii) failure by the Company, the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered (not covered by a court or courts of competent jurisdiction insurance) aggregating in excess of $25.0 million25,000,000, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (viiix) except as permitted failure by the Indenture (including with respect any Guarantor to perform any limitations), any covenant set forth in its Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effectGuarantee, or the repudiation by any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee or the unenforceability of any Note Guarantee for any reason other than as provided in the Indenture; (x) the invalidity or unenforceability with respect to the Collateral or the Security Documents as described in Section 6.01(m) of the Indenture; and such Default continues for 30 days; or (viiixi) certain events of bankruptcy or insolvency with respect to the Parent, the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In 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, by notice, 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, insolvency with respect to the CompanyParent, any Restricted Subsidiary that is a Significant Subsidiary the Company 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 may, or the The Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes may and by written notice to the Trustee shallmay on behalf of all of the Holders, rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, Additional Amounts, if so directed by the Holders any, or premium, if any, that have become due solely because of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediatelysuch acceleration) have been cured or waived. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal of or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. 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 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. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional AmountsLiquidated Damages, if any, with respect to on the Notes; (ii) default in the payment when due (of the principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise) otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of the principal of, Control Offer or premium, if any, on, the Notesan Assets Sale Offer); (iii) failure by any Issuer or the Company Parent to comply with Section 5.1 of the Indenture or relevant the failure by any Subsidiary Guarantor to comply with Section 4.15 or Section 5.01 10.2 of the Indenture; (iv) failure by any Issuer, the Company Parent, any Guarantor or relevant Guarantor any Restricted Subsidiary for 60 30 days in the performance of any other covenant, warranty or agreement in the Indenture or the Notes after written notice shall have been given to the Company by the Trustee or to the Company and the Trustee from Holders of at least 25% in aggregate principal amount of the Notes of such then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)outstanding; (v) default under the failure to pay at final stated maturity (giving effect to any mortgageapplicable grace periods and any extensions thereof) the principal amount of Non-Recourse Indebtedness of the Company, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its their respective Restricted Subsidiaries with an aggregate principal amount in excess of the lesser of (A) 10% of the total assets of the Company, the Parent and their respective Restricted Subsidiaries measured as of the end of the Parent's most recent fiscal quarter for which internal financial statements are available immediately prior to the date on which such default occurred, determined on a pro forma basis and (B) $50 million, and such failure continues for a period of 10 days or more, or the payment acceleration of the final stated maturity of any such Non-Recourse Indebtedness (which acceleration is guaranteed not rescinded, annulled or otherwise cured within 10 days of receipt by the Company Company, the Parent or any such Restricted Subsidiary of its Restricted Subsidiariesnotice of such acceleration), whether such Indebtedness or Guarantee now exists, or is created after ; (vi) the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior at final stated maturity (giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default, or (yperiods and any extensions thereof) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any Indebtedness (other than Non-Recourse Indebtedness) of the Company, the Parent or any Restricted Subsidiary of the Company or the Parent and such failure continues for a period of 10 days or more, or the acceleration of the final stated maturity of any such Indebtedness that (which acceleration is due and has not been paidrescinded, annulled or otherwise cured within 10 days of receipt by the Company, the 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 that is due and has not been paid Indebtedness, in default for failure to pay principal at final maturity or the maturity of which has been so accelerated, in each case with respect to which the 10-day period described above has passed, aggregates $25.0 10.0 million or moremore at any time; (vivii) failure by the Company, the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary or any group of their respective Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court rendered against them (other than judgment liens without recourse to any assets or courts property of competent jurisdiction the Company, the Parent or any of their respective Restricted Subsidiaries other than assets or property securing Non-Recourse Indebtedness) aggregating in excess of $25.0 10.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during (other than any judgments as to which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectreputable insurance company has accepted full liability); (viiviii) except as permitted by the Indenture (including Indenture, any Guarantee with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is Notes shall be held in any a judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary (or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiarysuccessors or assigns), or any Person acting on behalf of such Guarantor (or its successors or assigns), shall deny or disaffirm its obligations or shall fail to comply with any such Guarantor, denies or disaffirms its obligations under its Note Guarantee with respect to the Notes; and such Default continues for 30 days; or (viiiix) certain events of bankruptcy or insolvency with respect to the Company or Company, the Parent, any of its Restricted the Company's or the Parent's Subsidiaries that is would constitute a Significant Subsidiary or any group of Restricted the Company's and/or the Parent's Subsidiaries that, taken together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee, by written notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes by written notice to the Issuers and the Trustee may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, the Parent, any Restricted Subsidiary of the Company's or the Parent's Subsidiaries that is would constitute a Significant Subsidiary or any group of Restricted the Company's and/or the Parent's 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 continuingUnder certain circumstances, the Trustee may, or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding Notes may rescind any acceleration with respect to the Notes and the Trustee shall, if so directed by the its consequences. Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Defaultpower.

Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days the Company defaults in the payment when due of interest or any Additional Amounts, if any, Amounts on or with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default the Company defaults in the payment of the Principal of the Notes when the same becomes due (and payable at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii3) failure by the Company OI Group or relevant Guarantor any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 or Section 5.01 4.08 of the Indenture; (iv4) failure by the Company OI Group or relevant Guarantor any of its Restricted Subsidiaries for 60 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class under the Indenture to comply with any of the other agreements in the Indenture (other than a default those specified in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses clause (i), (ii) or (iii3) above) in the Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (v5) default 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 by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (xa) is caused by a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”); or (yb) results in the acceleration of such Indebtedness prior to its express maturity, and, ; and (i) in each any individual case, the principal amount of any such Indebtedness that is due and has not been paidequal to or in excess of $75.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 150.0 million or moremore and (ii) OI Group has received notice specifying the default from the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding under the Indenture and does not cure the default within 30 days; (vi6) failure by the Company, the Company any final judgment or any Restricted Subsidiary that is a Significant Subsidiary or any group order for payment of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating money in excess of $25.0 million, which judgments 75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment or order shall not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectafter its entry; (vii7) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Guarantee of the Notes by OI Group or any Guarantor that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or OI Group or any Guarantor which that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee and such Default continues of the Notes; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for 30 daysrelief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (viiie) certain events admits in writing its inability generally to pay its debts as the same become due; and (9) a court of bankruptcy competent jurisdiction enters an order or insolvency decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group, and, with respect to (a), (b) and (c), the Company order or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiarydecree remains unstayed and in effect for 60 days. In the case of If 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 than an Event of Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the Trustee mayby notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by notice in writing to the Company and the Trustee shallTrustee, if so directed in the case of notice by the Holders Holders, specifying the respective Event of at least 25% Default and that it is a “notice of acceleration” as provided in aggregate principal amount the Indenture, may declare the unpaid Principal of the then outstanding Notes, declare and any accrued and unpaid interest on all the Notes to be due and payable immediately. Holders may not enforce Upon such declaration the Indenture Principal (or such lesser amount) and interest shall be due and payable immediately. If an Event of Default specified in clauses (8) or (9) of the preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice or other act on the part of the Trustee or any Holders. At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may by notice to the Trustee may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except non-payment of Principal (or such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered and, if requested, provided to the Trustee indemnity and/or security satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of exercising any trust or power conferred on it. 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 with respect to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Defaultthis Note.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on or Additional AmountsLiquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Senior Subordinated Notes; (iii) failure by the Company or relevant Guarantor any Restricted Subsidiary to comply with Section 4.15 the provisions described in Sections 4.10, 4.14 or Section 5.01 5.1 of the Indenture; (iv) failure by the Company or relevant Guarantor any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of the Senior Subordinated Notes to comply with the provisions described in Sections 4.7 and 4.9, of the Indenture; (v) failure by the Company or any Subsidiary for 60 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)the Senior Subordinated Notes; (vvi) default 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 by the Company or any of their its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xA) (i) is caused by a failure to pay when due at final stated maturity (giving effect to any grace period related thereto) any principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, (a "Payment Default") or (yii) results in the acceleration of such Indebtedness prior to its express maturity, and, maturity and (B) in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 15.0 million or more; (vivii) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted its Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 5.0 million, which judgments shall are not have been paid discharged or waived stayed within 60 days after their entry; and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or Company, any of its Restricted Significant Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default includeinclude in summary form: (i) default for 30 days in the payment when due of interest or on, including Additional AmountsInterest, if any, with respect to to, the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Notes; (iii) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries to comply (for 30 days in the case of a failure to comply that is capable of cure) with Section 4.15 Sections 4.06, 4.07 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor to comply for 60 days after written 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 to comply with any of the its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (v) default 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 by an Issuer or any Restricted Subsidiary of the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiariesthe Company), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (xa) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”) or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 40.0 million or more; (vi) the failure by the Company, the Company an Issuer or any Restricted Subsidiary of the Company to pay final judgments by courts of competent jurisdiction aggregating in excess of $40.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Guarantee of a Subsidiary Guarantor 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 any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to an Issuer, the General Partner or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute as a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togetherwhole, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall 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 an Issuer or the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGeneral Partner, 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of interest (including Additional Interest, if any) on, or the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company is Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days of 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. Events of Default include: (i) default for 30 days in the payment when due of interest on, or Additional Amounts, if any, Liquidated Damages with respect to to, the Senior Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Senior Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 the provisions described under the captions 4.07, 4.09, 4.10 or Section 5.01 of the Indenture4.15; (iv) failure by the Company or relevant Guarantor for 60 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Notes then outstanding (including Additional Senior Notes, if any) voting as a single class class, then outstanding to comply with any of the its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)the Senior Notes; (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a "Payment Default") or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 5.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 5.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (vii) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Subsidiary Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, or any Person acting on behalf of any such Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee Subsidiary Guarantee; and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultSubsidiaries.

Defaults and Remedies. Under the Indenture, Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (ii1) default in the payment of interest on any Securities when due and payable and such default continues for a period of 30 days; (2) default in the payment of the Principal Amount, Redemption Price, Additional Interest Payment or Fundamental Change Repurchase Price on any Security when it becomes due and payable; (3) default in the performance of any covenant, agreement or condition of the Company under the Indenture or the Securities (other than a default in (1) or (2) above) and such default continues for a period of 60 days after there has been given written notice of such failure (other than the Company’s obligations to timely file its annual and quarterly reports as set forth in the Indenture) to the Company by the Trustee or to the Company and the Trustee by Holders of at maturity, least 25% in aggregate Principal Amount of the Outstanding Securities; (4) default in the Company’s obligation to convert the Securities into shares of its Common Stock upon redemption exercise of a Holder’s conversion rights; (5) default by the Company or otherwise) any Subsidiary in the payment of the principal ofor interest on any loan agreement or other instrument under which there may be outstanding, or premiumby which there may be evidenced, if anyany debt for borrowed money in excess of $20.0 million in the aggregate of the Company and any Subsidiary (other than indebtedness for borrowed money secured only by the real property to which the indebtedness relates and which is non-recourse to the Company or to such Subsidiary), onresulting in such debt becoming or declared due and payable prior to its stated maturity, and such acceleration has not been rescinded or annulled within 30 days after written notice has been received by the Company or such Subsidiary from the Trustee or by the Trustee, the NotesCompany and such Subsidiary by Holders of at least 25% in Principal Amount of Outstanding Securities (and such default has not been remedied or cured by the Company within the applicable cure period); (iii6) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 of give the IndentureFundamental Change Company Notice; (iv7) failure by the Company to file its annual or relevant Guarantor for 60 days after written quarterly reports with the Commission in accordance with the Indenture or to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act (subject to the requirements in the Indenture to provide notice and the extension rights provided to the Company by in the Indenture); and (8) certain events of bankruptcy, insolvency or reorganization of the Company. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount Principal Amount of the Notes then outstanding voting Outstanding Securities may declare the Principal Amount plus accrued and unpaid interest on all the Outstanding Securities to be due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a single class to comply with any result of the agreements in the Indenture (other than a default in performancecertain events of bankruptcy, insolvency or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any reorganization of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments Principal Amount plus accrued and unpaid interest on all Outstanding Securities shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 any declaration or noticeother Act on the part of the Trustee or any Holder. If As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default occurs and is continuingwith respect to the Securities, the Trustee may, or the Holders of at least not less than 25% in aggregate principal amount Principal Amount of the then outstanding Notes may and Outstanding Securities shall have made written request to the Trustee shallto institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, if so directed by the Holders of at least 25% in aggregate principal amount of Trustee shall not have received from the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate Principal Amount of Outstanding Securities a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of said principal amount hereof or interest hereon on or after the respective due dates expressed herein or for the enforcement of any conversion right. No reference herein to the Indenture and no provision of this Security or of the then outstanding Notes may direct Indenture shall alter or impair the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount obligation of the Notes outstanding by notice Company, which is absolute and unconditional, to pay the Trustee may, on behalf Principal Amount or Fundamental Change Repurchase Price of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with this Security at the consent of each Holder affected)times, or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indentureplace and rate, and in the Company is requiredcoin or currency, within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultherein prescribed.

Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (ia) default for 30 days in the payment when due of interest on, or Additional Amounts, if any, with respect to to, the Notes; (iib) default in the payment payment, when due (at maturityStated Maturity, upon redemption acceleration, redemption, required repurchase or otherwise) , of the principal of, or premiumpremium on, if any, on, the Notes; (iiic) failure by the Company or relevant Guarantor any Restricted Subsidiary to comply with the provisions of Section 4.15 4.12, 4.18 or Section 5.01 of the Indenture; (ivd) failure by the Company for 90 days after written notice thereof has been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding, to comply with the provisions of Section 4.03 of the Indenture; (e) failure by the Company or relevant Guarantor any Restricted Subsidiary for 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other covenants or agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (vf) default under any hypothec, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for borrowed money borrowed by the Company or any of its Restricted Subsidiaries (Subsidiary, or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (xi) is caused by a failure to pay principal of, or interest or premium on, if any, such Indebtedness when due at the final maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, (a “Payment Default”); or (yii) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 US$50.0 million or more; (vig) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final final, non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 US$50.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (viih) except as permitted by the Indenture (including with respect to any limitations), any Note Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason cease, to be in full force and effect, effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor which that is a Significant Subsidiary denies or any disaffirms its obligations under its Subsidiary Guarantee, or a group of its Restricted Subsidiaries Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary, Subsidiary deny or any Person acting on behalf of any such Guarantor, denies or disaffirms its disaffirm their obligations under its Note Guarantee their respective Subsidiary Guarantees; and such Default continues for 30 days; or (viiii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Subsidiaries that are Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 insolvency described in 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 shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 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 or in its exercise of any trust or power conferred on itpower. 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, interest or Additional Amounts or premium, if any, or interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. The Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal or principal, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected)or Additional Amounts, or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentif any. 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 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. Events An Event of Default includeis: (ia) default in payment of the principal of or premium on, the Convertible Notes, when due at maturity, upon repurchase, upon acceleration or otherwise, whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default for 30 days or more in the payment when due of any installment of interest on the Convertible Notes, whether or Additional Amounts, if any, with respect to not such payment is prohibited by the Notessubordination provisions of the Indenture; (iic) default in the payment when due (at maturity, upon redemption or otherwise) of the principal ofDesignated Event Payment in respect of the Convertible Notes on the date therefor, whether or premium, if any, on, the Notes; (iii) failure not such payment is prohibited by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 subordination provisions of the Indenture; (ivd) the Company fails to deliver all cash and any shares of Common stock when such cash and Common stock, if any, are required to be delivered upon conversion of a Convertible Note, or; (e) failure to provide timely notice of a Designated Event; (f) default by the Company or relevant Guarantor for 60 days after written 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 to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with set forth in clauses (ia), (iib), (c), (d) or (iiie) above)) for 30 days or more after notice in the observance or performance of any other covenants in the Indenture; (vg) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries subsidiaries (or the payment of which is guaranteed or secured by the Company or any of its Restricted Subsidiariessubsidiaries), whether such Indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (xi) is caused by a failure to pay when due any principal of such Indebtedness prior to the expiration of within the grace period provided for in such Indebtedness on the date of such default, (which failure continues beyond any applicable grace period) (a “Payment Default”) or (yii) results in the acceleration of such Indebtedness prior to its express maturity, maturity (without such acceleration being rescinded or annulled) and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that under which there is due and has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million 10,000,000 or moremore and such Payment Default is not cured or such acceleration is not annulled within 30 days after notice; or (vih) failure by the Company, the Company or any Restricted Material Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, the Company to pay final final, nonappealable judgments entered by (other than any judgment as to which a court or courts of competent jurisdiction reputable insurance company has accepted full liability) aggregating in excess of $25.0 million10,000,000, which judgments shall are not have been stayed, bonded or discharged or waived and there shall have been a period of within 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 daysafter their entry; or (viiii) certain events involving bankruptcy, insolvency or reorganization of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Material Subsidiary. In If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Convertible Notes may declare the unpaid principal of and accrued and unpaid interest and premium, if any, on all Convertible 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 or bankruptcy, insolvency, or reorganization 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 Convertible Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Notes. Subject to certain limitations, Holders holders of a majority in aggregate principal amount of the then outstanding Convertible Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders holders notice of any continuing Default default (except a default in payment of principal, or Event of Default interest or premium, if applicable) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentinterests. The Company is required to deliver must furnish annual compliance certificates 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include: : (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to on the Notes; ; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; ; (iii) failure for 3 business days by the Company or relevant Guarantor to comply with Section 4.15 Sections 3.3 or Section 5.01 7.2 of the Supplemental Indenture; ; (iv) failure by the Company or relevant Guarantor for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Pari Passu Notes then outstanding Outstanding voting as a single class to comply with any of the other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); Indenture; (v) default 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 by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: : (x1) is caused by a failure to pay any scheduled installment of principal of on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or default (ya “Payment Default”); or (2) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 250.0 million or more; ; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a of its Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million250.0 million (net of any amounts covered by insurance), which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; days; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that Significant Subsidiaries, (x) a court of competent jurisdiction enters an order or decree under any applicable Bankruptcy Law that: (A) is for relief against such Person or Persons in an involuntary case; (B) appoints a Significant Subsidiary Bankruptcy Custodian of such Person or Persons or for all or substantially all of the property of such Person or Persons; or (C) orders the liquidation of such Person or Persons; and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days; or (y) the commencement by such Person or Persons of a voluntary proceeding under any group of Restricted Subsidiaries thatapplicable bankruptcy, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect reorganization (other than a reorganization under a foreign law that does not relate to insolvency) or other similar law or of a voluntary proceeding seeking to be adjudicated insolvent or the consent by such Person or Persons to the Companyentry of a decree or order for relief in an involuntary proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or to the commencement of any Restricted Subsidiary that is a Significant Subsidiary insolvency proceedings against it 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 maythem, or the Holders filing by such Person or Persons of at least 25% in aggregate principal amount a petition or answer or consent seeking reorganization, arrangement, adjustment or composition of such Person or Persons under any such applicable law, or the consent by such Person or Persons to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee or similar official of such Person or Persons or any substantial part of the then outstanding Notes may and the Trustee shall, if so directed by the Holders property of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture such Person or Persons or the Notes except as provided making by such Person or Persons of an assignment for the benefit of creditors, or the taking of corporate action by such Person or Persons 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 or in its exercise furtherance of any trust such action or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is the admitting in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected writing by such modification Person or amendment. The Company is required Persons of its or their inability 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 pay its or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.their debts generally as they become due;

Defaults and Remedies. Events The Indenture provides that each of the following events constitutes an Event of Default includewith respect to this Security: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, onon any Securities when due at maturity, upon repurchase, upon acceleration or otherwise, including, without limitation, failure of the NotesCompany to repurchase any Security on the date required following a Change of Control; (ii) default in the payment of any installment of interest or Additional Interest, if any, on any Security when due and continuance of such Default for 30 days or more; (iii) failure by to observe, perform or comply with any of the provisions of the covenant imposing certain limitations on the ability of the Company to engage in mergers and consolidations or relevant Guarantor to comply with Section 4.15 transfers of all or Section 5.01 substantially all of the Indentureits assets; (iv) failure by default (other than a default set forth in clauses (i), (ii) and (iii) above) in the performance of, or breach of, any other covenant or warranty of the Company or relevant Guarantor for 60 of any Restricted Subsidiary in the Indenture, or in the Securities and failure to remedy such default or breach within a period of 30 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Securities; (v) default 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 by the Company or any Subsidiary of its Restricted Subsidiaries the Company (other than a Securitization Subsidiary) (or the payment of which is guaranteed by the Company or any Restricted Subsidiary of its Restricted Subsidiariesthe Company), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) which default is caused by a failure to pay principal of or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, upon its stated maturity or (y) which default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, maturity and the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 50.0 million or moremore and such acceleration has not been rescinded or annulled or such Indebtedness discharged in full within 30 days; (vi) failure the entry by the Companya court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any Restricted Subsidiary that is of the Company (other than a Significant Subsidiary Securitization Subsidiary) or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court their respective property or courts of competent jurisdiction aggregating assets in an aggregate amount in excess of $25.0 50.0 million, which judgments shall judgments, orders or decrees have not have been discharged vacated, discharged, satisfied or waived stayed pending appeal within 30 days from the entry thereof and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 dayslegal enforcement proceedings have been commenced; or (viiivii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to reorganization involving the Company, any Restricted Subsidiary that is a Guarantor or any 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 noticethe Company. If any other an Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes hereof may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be declared due and payable immediately. Holders may not enforce in the Indenture or manner and with the Notes except as effect provided in the Indenture. Subject to certain limitationsUpon such a declaration, Holders of a majority in aggregate such principal amount of the then outstanding Notes may direct the timeamount, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any accrued and unpaid interest and Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected)Interest, or (ii) for any Note held by a non-consenting Holderif any, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentwill become immediately due and payable. 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 If an Event of DefaultDefault described in clause (vii) above occurs, to deliver to all unpaid principal of, premium, if any, accrued and unpaid interest and Additional Interest, if any, on the Trustee a statement specifying such Default or Event of DefaultSecurities then outstanding will ipso facto become due and payable.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amountsand Liquidated Damages, if any, with respect to on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 or its obligations under Section 5.01 of the Indenture or to consummate a purchase of Notes when required pursuant to Sections 4.10 or 4.14 of the Indenture; (iv) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries for 60 30 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting Notes to comply with the provisions of Section 4.07 or Section 4.09 of the Indenture or to comply with the provisions of Section 4.10 or Section 4.14 of the Indenture to the extent not described in the immediately preceding clause (iii); (v) (a) except as a single class addressed in subclause (b) of this clause (v), failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with any of the other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) this Note or (iiib) above)failure by the Company for 180 days after notice from the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes to comply with Section 4.03 of the Indenture; (vvi) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (xa) is caused by a failure to pay principal of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”); or (yb) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more; provided, however, that if, prior to any acceleration of the Notes, (vi1) any such Payment Default is cured or waived, (2) any such acceleration of such Indebtedness is rescinded, or (3) such Indebtedness is repaid within a period of 10 Business Days from the continuation of such default beyond any applicable grace period for such Payment Default or the occurrence of such acceleration, as the case may be, then any Default or Event of Default (but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company, the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company), would constitute a Significant Subsidiary to pay final judgments (entered by a court or courts of competent jurisdiction) aggregating in excess of $25.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, except, in each case, by reason of the release of such Note Guarantee in accordance with the Indenture; (ix) an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiary pursuant to or within the meaning of Bankruptcy Law (a) commences a voluntary case, (b) consents to pay final judgments entered by the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a custodian of it or for all or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, or (e) generally is not paying its debts as they become due; or (x) a court or courts of competent jurisdiction aggregating in excess enters an order or decree under any Bankruptcy Law that (a) is for relief against any Issuer or any of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in an involuntary case, (b) appoints a custodian of any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, Issuer or any Guarantor which of the Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, Subsidiary or any Person acting on behalf for all or substantially all of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events the property of bankruptcy or insolvency with respect to the Company an Issuer or any of its the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or (c) orders the liquidation of an Issuer or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default arising from certain events of bankruptcy specified in the immediately preceding clause (ix) or insolvencyclause (x), 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 then outstanding Notes will become due and payable immediately without further action or noticenotice (subject to applicable law). If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Company and, in the case of a notice by Holders, also to the Trustee specifying the respective Event of Default and that it is a notice of acceleration. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of 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 principalprincipal of, interest or Additional Amounts or premium, if any, or interest and Liquidated Damages, if any, on, any Note) if it in good faith determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes outstanding by written notice to the Trustee may, on behalf of the Holders of all outstanding of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under if the Indenturerescission would not violate any judgment or decree and if all existing Events of Default (except nonpayment of principal, except a continuing Default interest or Event of Default: (i) in the payment of the principal premium or premiumLiquidated Damages, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent that has become due solely because of the Holder of each Note affected by such modification acceleration) have been cured or amendmentwaived. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days of 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. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (iia) default in the payment of any interest on the Notes, when such interest becomes due and payable, and continuance of such default for a period of 30 days; (at maturity, upon redemption or otherwiseb) default in the payment of the principal of, of (or premium, if any, on, ) the NotesNotes at its Maturity; (iiic) failure default in the performance, or breach, of any covenant or agreement of the Company in the Base Indenture that affects or is applicable to the Notes (other than a default in the performance or breach of a covenant or agreement that is elsewhere in the Indenture specifically dealt with or which has expressly been included in the Indenture solely for the benefit of other series of Securities), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all 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; (d) default in the payment of principal when due or resulting in acceleration of other Indebtedness of the Company or relevant Guarantor any Significant Subsidiary for borrowed money where the aggregate principal amount with respect to comply with Section 4.15 which the default or Section 5.01 acceleration has occurred exceeds $50 million and such acceleration has not been rescinded or annulled or such Indebtedness repaid within a period of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Notes; provided that if any such default is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to have occurred; and (e) certain events of bankruptcy and insolvency with respect to the Company. If an Event of Default as described in clause (a), (b), (c) or (d), occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare the principal amount of the Notes then outstanding voting as a single class to comply with Outstanding and any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on accrued and unpaid interest through the date of such defaultdeclaration, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is be due and has not been paidpayable immediately, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating notice in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect writing to the Company or any (and to the Trustee if from the Holders), specifying the respective Event of its Restricted Subsidiaries Default and that it is a Significant Subsidiary or “notice of acceleration,” and upon any group of Restricted Subsidiaries thatsuch declaration, taken together, would constitute a Significant Subsidiarythe same shall become immediately due and payable. In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency as described in clause (e) above, the Principal Amount of all Notes then Outstanding, together with respect to any accrued and unpaid interest through the Companyoccurrence of such Event of Default, 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 and be due and payable immediately without further action any declaration or notice. If other act by the Trustee or any other Event of Default occurs and is continuing, the Trustee may, or the Holder. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount Principal Amount of the then Outstanding Notes outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing past Default or Event of Default described in clauses (a), (b) or (c) (or, in the case of a Default or Event of Default described in clause (d) or (e), the Holders of not less than a majority in principal amount of all Outstanding Securities may waive any such past Default or Event of Default) and its consequences under the Indenture, except a continuing Default or Event of Default: (i) Default in the payment of the principal or of, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with on, the consent of each Holder affected)Notes, or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision of the Indenture which under Article Nine of the Base Indenture cannot be modified or amended without the consent of the Holder of each Note Outstanding Security of such affected by such modification or amendmentseries. 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 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. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on, or Additional AmountsLiquidated Damages, if any, with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the Principal of the Notes when the same becomes due (and payable at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii3) failure by the Company OI Group or relevant Guarantor to comply with Section 4.15 or Section 5.01 any of the Indenture; (iv) failure by the Company or relevant Guarantor its Restricted Subsidiaries for 60 days after written 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 to comply with any of the other agreements in the Indenture Indenture, the Notes and the Guarantees of the Notes (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) aboverespect to any Guarantor); (v4) default 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 by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (xa) is caused by a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”); or (yb) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such Indebtedness that is due and has not been paidequal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 100.0 million or more; (vi5) failure by the Company, the Company any final judgment or any Restricted Subsidiary that is a Significant Subsidiary or any group order for payment of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating money in excess of $25.0 million, which judgments 50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (vii6) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is Notes shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, or any Person acting on behalf of any such Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee and such Default continues of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for 30 daysrelief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (viiie) certain events admits in writing its inability generally to pay its debts as the same become due; (8) a court of bankruptcy competent jurisdiction enters an order or insolvency decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the Company order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries that is a Significant Subsidiary to comply with the provisions of Sections 4.10 or any group 4.11 or Article 5 of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiarythe Indenture. In the case of If an Event of Default arising from certain events other than an Event or Default specified in clauses (7) and (8) 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 preceding paragraph occurs and is continuing, the Trustee mayby notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by notice to the Company and the Trustee shallTrustee, if so directed by as provided in the Holders Indenture, may declare the unpaid Principal of at least 25% in aggregate principal amount of the then outstanding Notes, declare all and any accrued and unpaid interest on the Notes to be due and payable immediately. Holders may not enforce Upon such declaration the Indenture Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interestTrustee, except a Default or Event of Default relating with respect to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Defaultthis Note.

Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (ia) default for 30 days in the payment when due of interest on or Additional Amounts, if any, with respect to to, the Notes; (iib) default in the payment payment, when due (at maturityStated Maturity, upon redemption acceleration, redemption, required repurchase or otherwise) , of the principal of, or premium, if any, on, on the Notes; (iiic) failure by the Company or relevant Guarantor any Restricted Subsidiary to comply with the provisions of Section 4.15 4.12, 4.18 or Section 5.01 of the Indenture; (ivd) failure by the Company for 90 days after written notice thereof has been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding, to comply with the provisions of Section 4.03 under the Indenture, (e) failure by the Company or relevant Guarantor any Restricted Subsidiary for 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other covenants or agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (vf) default under any mortgage, hypothec, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for borrowed money borrowed by the Company or any of its Restricted Subsidiaries (Subsidiary, or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (xi) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, (a “Payment Default”); or (yii) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $US$25.0 million or more; (vig) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final final, non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $US$25.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (viih) except as permitted by the Indenture (including with respect to any limitations), any Note Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason cease, to be in full force and effect, effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor which that is a Significant Subsidiary denies or any disaffirms its obligations under its Subsidiary Guarantee, or a group of its Restricted Subsidiaries Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary, Subsidiary deny or any Person acting on behalf of any such Guarantor, denies or disaffirms its disaffirm their obligations under its Note Guarantee their respective Subsidiary Guarantees; and such Default continues for 30 days; or (viiii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Subsidiaries that are Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 insolvency described in 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 shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 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 or in its exercise of any trust or power conferred on itpower. 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, interest or Additional Amounts or premium, if any, or interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. The Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal or principal, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected)or Additional Amounts, or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentif any. 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 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. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to Liquidated Damages on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, onon the Notes when the same becomes due and payable at maturity, the Notes; upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or relevant Guarantor to comply with Section Sections 4.10, 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor any of its Subsidiaries for 30 days after notice from the Trustee or Holders of at least 30% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with Section 4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days after written 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 comply with certain other agreements in the Indenture, the Notes or the Security Documents; (vi) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries, which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (ix) notice to the Company and the Trustee from the Holder of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 breach by the Company of any representation or warranty or agreement in the Security Documents, the repudiation by Company of any of its Restricted Subsidiaries (obligations under the Security Documents or the payment unenforceability of which is guaranteed by the Security Documents against the Company or for any reason. If any Event of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or Default occurs and is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each casecontinuing, the Trustee or the Holders of at least 25% in principal amount of any such Indebtedness that is the then outstanding Notes may declare all the Notes to be due and has not been paidpayable. Notwithstanding the foregoing, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of interest on, or the principal or premiumof, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days of 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. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts(including Special Interest, if any, with respect to ) on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries to timely offer to purchase, purchase and pay for Notes as required by the provisions of Section 4.10, 4.15, or 4.16 or to comply with Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries to comply with (a) any of the other provisions of Article 4 of the Indenture (other than Section 4.03) for 60 30 days after written notice specifying such failure is delivered to the Company by the Trustee or the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class or (b) Section 4.03 for 60 days after written notice specifying such failure is delivered to comply with any the Company by the Trustee or the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Notes then outstanding; (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Note Guarantee now exists, or is created after the Issue Date, if that default: default (xA) is caused by a failure to pay at its Stated Maturity the principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, (a “Payment Default”); or (yB) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 15.0 million or more; (vi) failure by one or more final and non-appealable judgments for the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group payment of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments money entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, 15.0 million (net of amounts which judgments are covered by insurance or bonded) shall not have been discharged be rendered against the Company or waived any of its Restricted Subsidiaries and there the same shall have been remain undischarged for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, execution shall not have been in effectbe effectively stayed; (vii) (A) any security interest created by any Collateral Document ceases to be in full force and effect and perfected to the extent, and with the priority, required by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreement or (B) the breach or repudiation by the Company or any of its Restricted Subsidiaries of any of its obligations under any Collateral Document; provided that, in the case of clauses (A) and (B), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral (other than securities, instruments or other possessory collateral that have been physically delivered by the Company or any of its Restricted Subsidiaries to the Collateral Agent that are no longer in its possession due to no fault of the Company or any of its Restricted Subsidiaries) having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest; (viii) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee Guarantee; and such Default continues for 30 days; or (viiiix) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts (including Special Interest) or premium, if any. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes outstanding by notice to the Trustee and the Company may, on behalf of the Holders of all outstanding of the Notes, rescind an acceleration and its consequences or waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal interest (including Special Interest) or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected)on, or (ii) for any Note held by a non-consenting Holderthe principal of, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company is required to deliver to the Trustee annually a statement regarding compliance indicating whether the Company has failed to comply in any material respect with any covenant contained in the Indenture, and . If a designated officer of the Company is required, within 30 days of becoming aware obtains actual knowledge of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on or Additional AmountsLiquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Senior Subordinated Notes; (iii) failure by the Company or relevant Guarantor to comply with the provisions described in Section 4.15 4.10 or Section 5.01 4.14 or Article 5 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 30 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with any the provisions described in Section 4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding to comply with its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)the Senior Subordinated Notes; (vvi) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a "PAYMENT DEFAULT") or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 15.0 million or more; (vivii) failure by the Company, the Company or any of its Restricted Subsidiary that is a Subsidiaries to pay final judgments aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiary Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 Senior Subordinated Notes may declare all the Senior Subordinated Notes to pay final judgments entered be due and payable immediately; PROVIDED, HOWEVER, that if any Indebtedness or Obligation is outstanding pursuant to the Credit Facility, upon a declaration of acceleration by a court the Holders of the Senior Subordinated Notes or courts the Trustee, all principal and interest under the Indenture shall be due and payable upon the earlier of competent jurisdiction aggregating (x) the day which is five Business Days after the provision to the Company, the Credit Agent and the Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facility; and PROVIDED, FURTHER, that in excess the event of $25.0 millionan acceleration based upon an Event of Default set forth in clause (vi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which judgments shall not is the subject of such acceleration have been discharged rescinded their declaration of acceleration in respect of such Indebtedness or waived and there such Payment Default shall have been a cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period of 60 consecutive days during which a stay of enforcement of such judgment has not been cured, paid or orderwaived. Notwithstanding the foregoing, by reason in the case of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee Event of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) arising from certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiaries, all outstanding Senior Subordinated Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Senior Subordinated Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, interest) if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, it determines that withholding notice is in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Defaulttheir interest.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to on the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Notes; , (iii) failure by the Company or relevant Guarantor Issuer to comply with Section 4.15 Sections 4.07 or Section 5.01 of the Indenture; (iv) failure by the Company Issuer or relevant any Guarantor for 60 consecutive days after written notice to the Company Issuer by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements other agreement in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company Issuer or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company Issuer or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: a Guarantor) which default (xA) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, Payment Default or (yB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 50.0 million or more; (vi) failure by the Company, the Company Issuer or any Restricted Subsidiary Guarantor to pay final judgments which judgments are not paid, discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Issuer or any of its Subsidiaries that is a are Significant Subsidiary Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived ; and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (viiix) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Subsidiary Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on its behalf of any such Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and such Default continues for 30 days; is continuing, the Trustee or (viii) certain events the Holders of bankruptcy or insolvency with respect at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries thatforegoing, taken together, would constitute a Significant Subsidiary. In in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the Company, Issuer or 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, interest principal or Additional Amounts or premium, interest) if anyit determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of interest on, or premium on, or the principal or premiumof, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. The Company Issuer is required to deliver to the Trustee annually a written statement regarding compliance with the Indenture, and the Company Issuer is required, within 30 days of required upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of Default includethe following constitutes an "Event of Default": (ia) default for 30 days in the payment when due of interest on the Notes (whether or Additional Amounts, if any, with respect to not prohibited by Article 10 of the NotesIndenture); (iib) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the NotesNotes (whether or not prohibited by Article 10 of the Indenture); (iiic) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 days after written notice to the Company by from the Trustee or the Holders of at least 2533-1/3% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)the Notes; (vd) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Original Issuance Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) which default results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, stated final maturity and the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 50.0 million or more; (vie) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments are not paid, discharged or stayed for a period of 60 days; and (f) certain events of bankruptcy or insolvency as described in the Indenture. If any Event of Default (other than certain events of bankruptcy or insolvency) occurs and is continuing, the Holders of at least 25% in principal amount of the then outstanding Notes may, only on the terms and subject to the conditions set forth in the Collateral Agency Agreement, direct the Trustee to declare all the Notes to be due and payable immediately. Upon any such declaration, the Notes shall become due and payable immediately, provided, that is a Significant Subsidiary or so long as any group Senior Indebtedness shall be outstanding, such acceleration shall not be effective until five Business Days after receipt by the Company and the lender under any Senior Indebtedness of Restricted Subsidiaries thatwritten notice of such acceleration. Notwithstanding the foregoing, taken together, would constitute a Significant Subsidiary. In 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 shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, The 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 by written notice to the Trustee may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event decree and if all existing Events of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment nonpayment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent that has become due solely because of the Holder of each Note affected by such modification acceleration) have been cured or amendmentwaived. 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 required upon becoming aware of any Default or Event of Default, Default to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of Default includethe following constitutes an "Event of Default": (ia) default for 30 days in the payment when due of interest on, or Additional Amounts, if any, Liquidated Damages with respect to to, the NotesNotes (whether or not prohibited by Article 10 of the Indenture); (iib) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the NotesNotes (whether or not prohibited by Article 10 of the Indenture); (iiic) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries for 30 days after receipt of notice from the Trustee or Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding to comply with Section 4.15 Sections 4.07, 4.09, 4.10, 4.14 or Section 5.01 of the IndentureArticle 5 hereof; (ivd) failure by the Company or relevant Guarantor for 60 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other agreements in this Indenture or the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Notes; (ve) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of this Indenture, if that default: which default (xi) is caused by a failure to pay principal of such Indebtedness prior at its stated final maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default, Indebtedness) (a "Payment Default") or (yii) results in the acceleration of such Indebtedness prior to its express maturity, stated final maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 10.0 million or more; (vif) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million10.0 million (net of any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability in writing), which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (viig) except as permitted by the Indenture (including with respect to any limitations)Indenture, if any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, or any Person acting on behalf of any such a Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee Guarantee; and such Default continues for 30 days; or (viiih) certain events of bankruptcy or insolvency with respect as described in the Indenture. If any Event of Default (other than certain events of bankruptcy or insolvency) occurs and is continuing, Holders of at least 25% in principal amount of the then outstanding Notes may direct the Trustee to declare all the Notes to be due and payable immediately. However, so long as any Indebtedness permitted to be incurred pursuant to the New Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness under the New Credit Facility; or (ii) five Business Days after receipt by the Company or and the administrative agent under the New Credit Facility of written notice of such acceleration. Except as stated in the prior sentence, upon any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries thatsuch declaration, taken togetherthe Notes shall become due and payable immediately. Notwithstanding the foregoing, would constitute a Significant Subsidiary. In 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, The 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 or in its exercise of any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by written notice to the Trustee may, may on behalf of all of the Holders rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of all outstanding NotesDefault (except nonpayment of principal or interest that has become due solely because of the acceleration) have been cured or waived provided that, rescind in the event of a declaration of acceleration or waive any existing Default or of the Notes because an Event of Default has occurred and its consequences under is continuing as a result of the Indentureacceleration of any Indebtedness described in clause (e) of Section 12 above, except a continuing Default or Event the declaration of Default: acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (e) of Section 12 above have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) in the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default, except non-payment of the principal or premium, if any, any Additional Amounts or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived, provided that, in the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Note held by Indebtedness described in clause (e) of this Section 12, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (e) of this Section 12 have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a non-consenting Holder (which may only be waived with the consent court of each Holder affected), or competent jurisdiction and (ii) for any Note held by a all existing Events of Default, except non-consenting Holder, in respect payment of a covenant principal or provision which under interest on the Indenture cannot be modified or amended without the consent Notes that became due solely because of the Holder acceleration of each Note affected by such modification the Notes, have been cured or amendmentwaived. 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 required upon becoming aware of any Default or Event of Default, Default to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to additional interest when due on the NotesSecurities; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, onon the Securities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraphs 5 and 6 of the NotesSecurities, upon declaration or otherwise; (iii) the failure by the Company or relevant any Subsidiary Guarantor to comply with Section 4.15 its obligations under Article IV or Section 5.01 10.2 of the Indenture; (iv) failure by the Company or relevant Guarantor to comply for 60 30 days after written notice to with any of its obligations under the Company by the Trustee or the Holders of at least 25% in aggregate principal amount covenants described under Sections 3.2 through 3.18 inclusive of the Notes then outstanding voting as Indenture (in each case, other than a single class failure to purchase Securities when required pursuant to Section 3.7 or 3.9 or Article V, which failure shall constitute an Event of Default under clause (ii) above and other than a failure to comply with any Section 4.1 or Section 10.2, which failure shall constitute an Event of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or Default under clause (iii) above); (v) the failure by the Company to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Securities (other than those referred to in (i), (ii), (iii) or (iv) above); (vi) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay principal of, or interest or premium, if any, on the stated maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, ("Payment Default") or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity (the "cross acceleration provision") and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 15.0 million or more; (vivii) failure by the Companycertain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; together (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s latest audited consolidated financial statements for the Company and its Restricted Subsidiaries that, taken togetherSubsidiaries), would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days(the "bankruptcy provisions"); or (viii) certain events of bankruptcy or insolvency with respect to failure by the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togethertogether (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary. In the case Subsidiary to pay final judgments aggregating in excess of an Event $15.0 million (net of Default arising from certain events of bankruptcy or insolvency, any amounts with respect to which a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the Company"judgment default provision"), or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as part of the latest consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that taken together as part of the latest consolidated financial statements for the Company and its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, all a default under clauses (iv) and (v) will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes will become due Securities notify the Company of 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes Securities to be due and payable immediately. Holders Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) default for 30 days in the any payment when due of interest or Additional Amountson any Security when the same becomes due and payable, if anyand such default continues for a period of 30 days, with respect to the Notes; (iib) default in the payment when due (at maturity, upon redemption or otherwise) of the principal ofof any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration or premiumotherwise, if any(c) failure to redeem or purchase Securities when required pursuant to the Indenture and the Securities, on, (d) failure to (i) comply with the Notes; covenant described under Section 5.1 of the Indenture (ii) make or consummate an Offer in accordance with the provisions of Section 4.10 of the Indenture or (iii) failure by make or consummate a Change in Control Offer in accordance with the Company or relevant Guarantor to comply with provisions of Section 4.15 or Section 5.01 4.17 of the Indenture; , (ive) failure by to observe or comply with any of the Company agreements in the Securities or relevant Guarantor the Indenture (other than those referred to in subsection (a), (b), (c) or (d) above), which continues for 60 days after there has been given to AK Steel by the Trustee or to AK Steel and the Trustee by the Holders of at least 25% in principal amount of Securities then outstanding a written notice specifying such failure, (f) Debt of AK Steel or any Significant Subsidiary is not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default, and the total amount of such Debt unpaid or accelerated exceeds $10.0 million or its foreign currency equivalent, (g) any Senior Note Guarantee issued by Holding or any Significant Subsidiary ceases to be in full force and effect other than in accordance with its terms, or Holding or any Significant Subsidiary or any Person acting on behalf of Holding or such Significant Subsidiary shall deny or disaffirm its obligations under its Senior Note Guarantee, (h) certain events in bankruptcy, insolvency or reorganization with respect to Holding, AK Steel or any Significant Subsidiary, and (i) any judgment or decree for the Company payment of money in excess of $10.0 million is rendered against Holding, AK Steel or any Significant Subsidiary and is not discharged and either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree or (ii) there is a period of 60 days following such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed. If 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 voting as a single class Securities may declare all the Securities to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain payable immediately. Certain events of bankruptcy or insolvency with respect to the Company AK Steel, Holding or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event are Events of Default arising from certain events of bankruptcy or insolvency, with respect to which will result in 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 being due and payable immediately without further action or noticeupon the occurrence of such Events of Default. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or Event of Default interest on any Security) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following events constitute “Events of Default includeDefault” under the Indenture: (i) default for 30 days in the payment when due of interest or any Additional Amounts, if any, Amounts on or with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, on the Notes; (iii) failure by the Company Issuer, Wind or relevant Guarantor any of Wind’s other Restricted Subsidiaries to comply with Section 4.15 4.10, Section 4.15, Section 4.24(b) or Section 5.01 of the Indenture5.01; (iv) failure by the Company Issuer, Wind or relevant Guarantor any of Wind’s other Restricted Subsidiaries for 60 days after written notice to the Company Issuer and Wind by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with those described in clauses (i), (ii) or and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Issuer, Wind or any of its Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Company Issuer, Wind or any of its Wind’s other Restricted Subsidiaries), whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: default (xI) is caused by a the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”) or (yII) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so acceleratedaccelerated (and not rescinded, cured or waived) aggregates $€25.0 million or moremore at any time outstanding (and not rescinded, cured or waived); (vi) failure by the CompanyIssuer, the Company Wind or any Restricted Subsidiary that is a Significant Subsidiary or any group of Wind’s other Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of $€25.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of following such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectfinal judgment; (vii) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues Guarantee; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for 30 daysany reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (viiix) certain events a court of bankruptcy competent jurisdiction enters an order or insolvency with respect to decree under any Bankruptcy Law that (I) is for relief against the Company Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default arising from certain events specified in clause (ix) or (x) of bankruptcy or insolvencySection 6.01 of the Indenture, with respect to the CompanyWind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or Upon any such declaration, the Notes shall become due and payable immediately. Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder, except as provided a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 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 or in its exercise of exercising any trust or power conferred on itthe Trustee. The However, the Trustee may withhold from refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of other Holders notice of any continuing Default Notes or Event of Default if it determines that withholding notice is may involve the Trustee in their interestpersonal liability, except a Default or Event of Default relating to the payment of principal, interest interest, premium or Additional Amounts or premium, (if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events An Event of Default includeis: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (iia) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, onon the Notes, when due at maturity, upon repurchase, upon acceleration or otherwise; (b) default for 30 days or more in payment of any installment of interest on the Notes; (iiic) default in the payment of the Designated Event Payment in respect of the Notes on the date therefor or failure to provide timely notice of a Designated Event; (d) default by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 days after written 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 to comply with any of the agreements in the Indenture (other than a default set forth in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses clause (ia), (iib) or (iiic) above)) for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (ve) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or any of its Restricted Material Subsidiaries (or the payment of which is guaranteed or secured by the Company or any of its Restricted Material Subsidiaries), whether such Indebtedness indebtedness or Guarantee now exists, guarantee exists on the date of the Indenture or is created after the Issue Datethereafter, if that default: which default (xi) is caused by a failure to pay when due any principal of such Indebtedness prior to the expiration of indebtedness within the grace period provided for in such Indebtedness on the date of such defaultindebtedness, which failure continues beyond any applicable grace period (a "Payment Default"), or (yii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity, maturity (without such acceleration being rescinded or annulled) and, in each case, the principal amount of any such Indebtedness that is due and has not been paidindebtedness, together with the principal amount of any other such Indebtedness that indebtedness under which there is due and has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million 25,000,000 (or moreits foreign currency equivalent) or more and such Payment Default is not cured or such acceleration is not annulled within 10 days after notice; (vif) failure by the Company, the Company or any Restricted Material Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, the Company to pay final final, nonappealable judgments entered by (other than any judgment as to which a court or courts of competent jurisdiction reputable insurance company has accepted full liability) aggregating in excess of $25.0 million25,000,000 (or its foreign currency equivalent), which judgments shall are not have been stayed, bonded or discharged or waived and there shall have been a period of within 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectafter their entry; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viiig) certain events involving bankruptcy, insolvency or reorganization of bankruptcy or insolvency with respect to the Company or any Material Subsidiary; or (h) default for more than 5 Business Days of its Restricted Subsidiaries the delivery of shares of Common Stock upon conversion of the Notes. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on all Notes then outstanding to be due and payable immediately, except that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In in the case of an Event of Default arising from certain events of bankruptcy or bankruptcy, insolvency, or reorganization 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require an indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders notice of any continuing Default default (except, among other things, a default in payment of principal, premium, if any, 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentinterests. The Company is required to deliver must furnish annual compliance certificates 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, to deliver to the Trustee a statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. Events of Default include: : (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (ii1) default in the payment when due (at maturity, upon redemption or otherwise) in respect of the principal of, of (or premium, if any, on) any Note when due and payable (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; (iii3) failure except as permitted by the Company or relevant Indenture, any Note Guarantee of any Significant Subsidiary required to be a Guarantor pursuant to comply with Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 days after written 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 to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries required to be Guarantors pursuant to the Indenture that, taken together, would constitute a Significant Subsidiary), shall for any reason cease to pay final judgments entered be, or it shall be asserted by any Guarantor or Triumph not to be, in full force and effect and enforceable in accordance with its terms; (4) default in the performance, or breach, of any covenant or agreement (including the Company’s obligations pursuant to SECTION 4.14 of the Indenture) of Triumph or any Guarantor in the Indenture or the Security Documents (other than a court covenant or courts agreement a default in whose performance or whose breach is specifically addressed in clauses (1), (2) or (3) above), and continuance of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged such default or waived and there shall have been breach for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have after written notice thereof has been in effect; (vii) except as permitted given to Triumph by the Indenture (including with respect Trustee or to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may Triumph and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes; (5) a default or defaults under any bonds, declare all debentures, notes or other evidences of Debt (other than the Notes Notes) by Triumph or any Restricted Subsidiary having, individually or in the aggregate, a principal or similar amount outstanding of at least $50.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults (A) shall have resulted in the acceleration of the maturity of such Debt prior to be its express maturity or (B) shall constitute a failure to pay principal of at least $50.0 million on such Debt when due and payable immediately. Holders may not enforce after the Indenture expiration of any applicable grace period with respect thereto; (6) the entry against Triumph or the Notes except as provided in the Indenture. Subject to certain limitations, Holders any Restricted Subsidiary that is a Significant Subsidiary of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding final judgment or final judgments for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. 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 principalmoney in an aggregate amount in excess of $50.0 million, interest by a court or Additional Amounts courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or premium, if any. The Holders unsatisfied for a period of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: 60 consecutive days; (7) (i) Triumph or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect appointment of a covenant custodian of it or provision which under for all or substantially all of its property, (d) makes a general assignment for the Indenture canbenefit of its creditors, or (e) generally is not be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.paying its debts as they become due; or

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on or Additional AmountsLiquidated Damages, if any, with respect to the Senior Subordinated Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, of or premium, if any, on, on the Senior Subordinated Notes; (iii) failure by the Company or relevant Guarantor to comply with the provisions described in Section 4.15 4.10 or Section 5.01 4.14 or Article 5 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 30 days after written notice to the Company by from the Trustee or the Holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes to comply with the provisions described in Section 4.07 or 4.09 of the Indenture; (v) failure by the Company for 60 days after notice from the Trustee or the Holders of at least 25% in principal amount of the Senior Subordinated Notes then outstanding voting as a single class to comply with any of the its other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)the Senior Subordinated Notes; (vvi) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Datedate of the Indenture, if that default: which default (xa) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a "PAYMENT DEFAULT") or (yb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any such other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 15.0 million or more; (vivii) failure by the Company, the Company or any of its Restricted Subsidiary that is a Subsidiaries to pay final judgments aggregating in excess of $15.0 million, which judgments are not paid, discharged or stayed within 60 days after their entry; and (viii) certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiary Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 Senior Subordinated Notes may declare all the Senior Subordinated Notes to pay final judgments entered be due and payable immediately; PROVIDED, HOWEVER, that if any Indebtedness or Obligation is outstanding pursuant to the Credit Facility, upon a declaration of acceleration by a court the Holders of the Senior Subordinated Notes or courts the Trustee, all principal and interest under the Indenture shall be due and payable upon the earlier of competent jurisdiction aggregating (x) the day which is five Business Days after the provision to the Company, the Credit Agent and the Trustee of such written notice of acceleration or (y) the date of acceleration of any Indebtedness under the Credit Facility; and PROVIDED, FURTHER, that in excess the event of $25.0 millionan acceleration based upon an Event of Default set forth in clause (vi) above, such declaration of acceleration shall be automatically annulled if the holders of Indebtedness which judgments shall not is the subject of such acceleration have been discharged rescinded their declaration of acceleration in respect of such Indebtedness or waived and there such Payment Default shall have been a cured or waived within 30 days thereof and no other Event of Default has occurred during such 30-day period of 60 consecutive days during which a stay of enforcement of such judgment has not been cured, paid or orderwaived. Notwithstanding the foregoing, by reason in the case of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee Event of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) arising from certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiaries, all outstanding Senior Subordinated Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Senior Subordinated Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Senior Subordinated Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, interest) if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, it determines that withholding notice is in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Defaulttheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interest on, or Additional AmountsLiquidated Damages, if any, with respect to the NotesNotes when the same becomes due and payable and the default continues for a period of 30 days; (ii2) default defaults in the payment of the Principal of the Notes when the same becomes due (and payable at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii3) failure by the Company OI Group or relevant Guarantor to comply with Section 4.15 or Section 5.01 any of the Indenture; (iv) failure by the Company or relevant Guarantor its Restricted Subsidiaries for 60 days after written 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 to comply with any of the other agreements in the Indenture Indenture, the Notes and the Guarantees of the Notes (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) aboverespect to any Guarantor); (v4) default 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 by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries), ) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (xa) is caused by a failure to pay principal of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, default (a “Payment Default”); or (yb) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such Indebtedness that is due and has not been paidequal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 100.0 million or more; (vi5) failure by the Company, the Company any final judgment or any Restricted Subsidiary that is a Significant Subsidiary or any group order for payment of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating money in excess of $25.0 million, which judgments 50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (vii6) except as permitted by the Indenture (including with respect to any limitations)Indenture, any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is Notes shall be held in any judicial proceeding to be unenforceable or invalid or ceases shall cease for any reason to be in full force and effect, effect or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, or any Person acting on behalf of any such Guarantor, denies shall deny or disaffirms disaffirm its obligations under its Note Guarantee and such Default continues of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for 30 daysrelief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (viiie) certain events admits in writing its inability generally to pay its debts as the same become due; (8) a court of bankruptcy competent jurisdiction enters an order or insolvency decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and (c), the Company order or decree remains unstayed and in effect for 60 days; and (9) failure by OI Group or any of its Restricted Subsidiaries that is a Significant Subsidiary to comply with the provisions of Sections 4.10 or any group 4.11 or Article 5 of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiarythe Indenture. In the case of If an Event of Default arising from certain events other than an Event or Default specified in clauses (7) and (8) 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 preceding paragraph occurs and is continuing, the Trustee mayby notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by notice to the Company and the Trustee shallTrustee, if so directed by as provided in the Holders Indenture, may declare the unpaid Principal of at least 25% in aggregate principal amount of the then outstanding Notes, declare all and any accrued and unpaid interest on the Notes to be due and payable immediately. Holders may not enforce Upon such declaration the Indenture Principal (or such lesser amount) and interest shall be due and payable immediately. At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interestTrustee, except a Default or Event of Default relating with respect to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Defaultthis Note.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amountsand Special Interest, if any, with respect to on the Notes; (ii) default in the payment when due (at maturityStated Maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, on the Notes; (iii) failure by the Company or relevant Guarantor any of its Restricted Subsidiaries to comply with Section the provisions of Sections 4.07, 4.09, 4.10, 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company for 180 days after notice from the Trustee or relevant Guarantor Holders of at least 25% in aggregate principal amount of the Notes then outstanding to comply with Section 4.03 of the Indenture; (v) failure by the Company for 60 days after written 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 to comply with any of the other agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (vvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company which default is a Payment Default or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vivii) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay certain final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 millionjudgments, which judgments shall are not have been paid, discharged or waived and there shall have been stayed, for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiarySubsidiary and (ix) except as permitted by the Indenture, any Note Guarantee 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, or any Person acting on behalf of any Guarantor, denies or disaffirms 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of exercising any trust or power 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, interest or Additional Amounts or premium, if any, or interest or Special Interest, if any) if it determines that withholding notice is in their interest. The Subject to certain limitations, the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes outstanding by notice to the Trustee may, on behalf of all the Holders of all outstanding NotesHolders, rescind an acceleration or waive any an existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal or premiumof, premium on, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with or Special Interest, if any, on, the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentNotes. 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 upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultDefault unless such Default or Event of Default has been cured before the end of the 30-day period specified in the Indenture.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company or relevant Guarantor to comply with Section 4.15 or Section 5.01 of the Indenture; (iv) failure by the Company or relevant Guarantor for 60 days after written 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 to comply with any of the agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above); (v) default 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 by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (x) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, or (y) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paid, together with the principal amount of any other such Indebtedness that is due and has not been paid or the maturity of which has been so accelerated, aggregates $25.0 million or more; (vi) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor which is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the 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 may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or in its exercise of exercising any trust or power conferred on it. 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, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (ia) default for 30 days in the payment when due of interest or on, including Additional Amounts, if any, or with respect to to, the Notes; (iib) default in the payment payment, when due (at maturityStated Maturity, upon redemption acceleration, redemption, required repurchase or otherwise) , of the principal of, or premium, if any, on, on the Notes; (iiic) failure by the Company or relevant Guarantor any Restricted Subsidiary to comply with the provisions of Section 4.15 4.12, 4.18 or Section 5.01 of the Indenture; (ivd) failure by the Company for 90 days after written notice thereof has been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding, to comply with the provisions of Section 4.03 under the Indenture, (e) failure by the Company or relevant Guarantor any Restricted Subsidiary for 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the its other covenants or agreements in the Indenture (other than a default in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses (i), (ii) or (iii) above)Indenture; (vf) default under any mortgage, hypothec, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for borrowed money borrowed by the Company or any of its Restricted Subsidiaries (Subsidiary, or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)Subsidiary, whether such Indebtedness or Guarantee guarantee now exists, or is created after the Issue Date, if that default: (xi) is caused by a failure to pay principal of, or interest or premium, if any, on, such Indebtedness when due at the final maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default, (a “Payment Default”); or (yii) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a Payment Default or the maturity of which has been so accelerated, aggregates $US$25.0 million or more; (vig) failure by the Company, the Company or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, to pay final final, non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $US$25.0 million, which judgments shall are not have been paid, discharged or waived and there shall have been stayed for a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effectdays; (viih) except as permitted by the Indenture (including with respect to any limitations), any Note Subsidiary Guarantee of a Significant Subsidiary ceases, or the Subsidiary Guarantees of any group of the Company’s Restricted Subsidiaries that, when taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason cease, to be in full force and effect, effect (other than in accordance with the terms of any such Subsidiary Guarantee) or any Subsidiary Guarantor which that is a Significant Subsidiary denies or any disaffirms its obligations under its Subsidiary Guarantee, or a group of its Restricted Subsidiaries Subsidiary Guarantors that, when taken together, would constitute a Significant Subsidiary, Subsidiary deny or any Person acting on behalf of any such Guarantor, denies or disaffirms its disaffirm their obligations under its Note Guarantee their respective Subsidiary Guarantees; and such Default continues for 30 days; or (viiii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Subsidiaries that are Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. 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 insolvency described in 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 shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee may, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least 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 or in its exercise of any trust or power conferred on itpower. 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, interest or Additional Amounts or premium, if any, or interest or Additional Amounts, if any) if it determines in good faith that withholding notice is in the interests of the Holders. The Holders of not less than at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes, rescind acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, Indenture except a continuing Default or Event of Default: (i) Default in the payment of the principal or principal, premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected)or Additional Amounts, or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendmentif any. 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 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. Events Under the Indenture, each of Default include: the following is an Event of Default: (i1) default for 30 days in the payment when due of interest or Additional Amounts, if any, with respect to the Notes; (ii) a default in the payment of interest on the Notes when due, continued for 30 days; (2) a default in the payment of principal of any Note when due (at maturityits Stated Maturity, upon redemption redemption, upon required purchase, upon declaration of acceleration or otherwise; (3) of the principal of, or premium, if any, on, the Notes; (iii) failure by the Company Company, the Issuer or relevant any Subsidiary Guarantor to comply with its obligations Section 4.15 or Section 5.01 5.1 of the Indenture; Indenture regarding certain mergers and consolidations; (iv4) the failure by the Company Company, the Issuer or relevant any Subsidiary Guarantor to comply for 60 days after written 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 to comply with any of the its obligations, covenants or other agreements in under the Indenture or the Notes (other than a default referred to in performance, or breach, or a covenant or agreement which is specifically dealt with in clauses clause (i1), (ii2) or (iii3) above); ; (v5) default under any mortgage, indenture or instrument under which there may be is issued or by which there may be is secured or evidenced any Indebtedness for money borrowed by the Company Company, the Issuer or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed Guaranteed by the Company Company, the Issuer or any of its Restricted SubsidiariesSubsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that which default: : (xA) is caused by a failure to pay principal of on such Indebtedness prior at its Stated Maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such Indebtedness) (“payment default, or ”); or (yB) results in the acceleration of such Indebtedness prior to its express maturity, maturity (the “cross acceleration provision”); and, in each case, the principal amount of any such Indebtedness that is due and has not been paidIndebtedness, together with the principal amount of any other such Indebtedness that is due and under which there has not been paid a payment default or the maturity of which has been so acceleratedaccelerated and remains unpaid, aggregates $25.0 100 million or more; more (vior its foreign currency equivalent); (6) failure by the Company, the Company Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary that is to pay final judgments aggregating in excess of $100 million (or its foreign currency equivalent) (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 90 days or more after such judgment becomes final and non-appealable (the “judgment default provision”); (7) certain events of bankruptcy, insolvency or reorganization of the Company, the Issuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togethertogether (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary (the “bankruptcy provisions”); (8) the failure by the Company or the Issuer to comply with, or the breach of, any material provision of the Escrow Agreements prior to the Distribution Date; or (9) the Note Guarantee of the Company, or any Note Guarantee of a Significant Subsidiary (other than a Norwegian Guarantor (as defined in the Offering Memorandum)) or any group of Subsidiary Guarantors (other than any Norwegian Guarantor (as defined in the Offering Memorandum)) that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $25.0 million, which judgments shall not have been discharged or waived and there shall have been a period of 60 consecutive days during which a stay of enforcement of such judgment or order, by reason of an appeal, waiver or otherwise, shall not have been in effect; (vii) except as permitted by the Indenture (including with respect to any limitations), any Note Guarantee of a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, effect (except as contemplated by the terms of the Indenture) or is declared null and void in a final and non-appealable judicial proceeding or a responsible officer of the Company or any Subsidiary Guarantor which that is a Significant Subsidiary or the responsible officers of any group of its Restricted Subsidiaries Subsidiary Guarantors that, taken togethertogether (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, denies or any Person acting on behalf disaffirms in writing its obligations under the Indenture or its Note Guarantee, other than by reason of the termination of the Indenture or release of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee and such Default continues for 30 days; or in accordance with the Indenture. However, a default under clause (viii4) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would will not constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group Notes then outstanding notify the Company and the Issuer 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 and the Issuer do not cure such default within the time specified after receipt of such notice. If any other an Event of Default occurs and is continuing, the Trustee may, or the Holders holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal of and the Trustee shall, if so directed by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes, declare accrued but unpaid interest on all the Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company or the Issuer occurs and is continuing, the principal of and interest on all the Notes will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the Notes then outstanding may rescind any such acceleration with respect to the Notes and its consequences. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. 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 or in its exercise of any trust or power conferred on itpower. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or Event interest) so long as a committee of Default if it its Trust Officers in good faith determines that withholding notice is in their interest, except a Default or Event of Default relating not opposed to the payment of principal, interest or Additional Amounts or premium, if any. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may, on behalf of the Holders of all outstanding the Notes, rescind acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default: (i) in the payment of the principal or premium, if any, any Additional Amounts or interest on any Note held by a non-consenting Holder (which may only be waived with the consent of each Holder affected), or (ii) for any Note held by a non-consenting Holder, in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. 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, to deliver to the Trustee a statement specifying such Default or Event of Default.