Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. An Event of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained in the Indenture. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Under the Indenture, an Event of Default includes occurs if: (i) the occurrence Company defaults in any payment of interest on, or Liquidated Damages with respect to, any Security when the same becomes due and payable, whether or not such payment shall be prohibited by Article X of the following: Indenture, and such default continues for a period of 30 days; (ii) the Company defaults in the payment of the principal of or any premium premium, if any, on the Securities, whether or not such payment shall be prohibited by Article X of the Indenture; default for 30 days in payment of interest; failure by (iii) the Company for 90 days after notice to it fails to comply with any of its other covenants and agreements in the Indenture or Indenture, subject to applicable grace periods as set forth in the SecuritiesIndenture; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Debt of indebtedness for money borrowed, or any guarantee thereof, by the Company or any Restricted Subsidiary that is a Significant Subsidiary occur if the amount accelerated (or so unpaid) exceeds $15,000,000; (v) certain events of its bankruptcy, insolvency or reorganization with respect to the Company and any Restricted Subsidiary which is a Significant Subsidiaries, in an aggregate principal amount Subsidiary; (vi) certain judgments or decrees for the payment of money in excess of $50 million 15,000,000 against the Company or any Restricted Subsidiary that is not paid when due either at its stated maturity a Significant Subsidiary; and (vii) except as is permitted by the Indenture, a Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or upon acceleration thereof, invalid or shall for any reason cease to be in full force and such indebtedness is not dischargedeffect or any Guarantor, or such acceleration is not rescinded any Person acting on behalf of any Guarantor, denies or annulled within a period of 30 days after notice as provided in Section 6.01 of disaffirms its obligations under the Indenture; and certain events of bankruptcy Indenture or insolvencyits Security Guarantee. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained in the Indenture. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 principal, premium, if any, or interest) if it and so long as a committee of its trust officers in good faith determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Events of Default includes include: default in payment of interest or Liquidated Damages on the occurrence of any or the following: Securities for 30 days; default in payment of the principal or premium of any Security at maturity, or any premium on the Securities; default for 30 days in payment of interestupon acceleration, redemption or otherwise; failure by the Company for 90 30 days after written notice to it from the Trustee, or after written notice to it and the Trustee from Holders of at least 30% in principal amount of the then outstanding Securities, to comply with any of its other agreements in the Indenture or the Securities; any indebtedness certain defaults under any bonds, debentures, notes or other evidences of indebtedness Indebtedness; certain final judgments that remain undischarged for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 60 days after notice as provided in Section 6.01 of the Indenturebeing entered; and certain events of bankruptcy or insolvency; and, except as permitted by the Indenture and the Securities, the Guarantees are held in any judicial proceeding to be unenforceable or invalid or otherwise cease for any reason to be in full force and effect with respect to any Guarantor or any Guarantor denies or disaffirms its obligations under its Guarantee. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the Securities then outstanding Securities may declare all the Securities to be immediately due and payablepayable for an amount equal to 100% of the principal amount of the Securities plus premium and Liquidated Damages, subject if any, and accrued interest to certain limitations contained the date of payment, except that in the Indenturecase of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Securities become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or an Event of Default in payment of principal principal, premium or interestLiquidated Damages, if any, or interest or that resulted from a failure to comply with Section 4.10 or 4.11 of the Indenture) if it and so long as a committee of its Responsible Officers determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any so unpaid) exceeds $50 million; (e) certain events of its bankruptcy or insolvency with respect to the Company and the Significant Subsidiaries, in an aggregate principal amount ; (f) certain judgments or decrees for the payment of money in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturemillion; and (g) certain events of bankruptcy or insolvencydefaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption, upon purchase, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Parent or Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, the Parent or any guarantee thereof, by Restricted Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture20 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Parent, Company or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $20 million; and (g) certain defaults with respect to Security Guarantees of the Parent or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; (a) default for 30 days in the payment when due of interestinterest on the Notes; (b) default in payment when due of principal of or premium, if any, on the Notes (including the failure to repurchase the Notes pursuant to a Change of Control Offer or Asset Sale Offer); (c) failure by the Company Company, any Guarantor or any Significant Subsidiary to comply with Section 5.01 of the Indenture; (d) failure by the Company, any Guarantor or any Significant Subsidiary for 90 60 days after notice to it the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture or the SecuritiesNotes; (e) default under certain other agreements relating to Indebtedness of the Company, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Guarantor or any guarantee thereof, by Significant Subsidiary which default results in the acceleration of such Indebtedness prior to its express maturity; (f) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (g) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, Subsidiary; and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice (h) except as provided in Section 6.01 of permitted by the Indenture; , any applicable Subsidiary Guarantee or a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and certain events of bankruptcy effect or insolvencyany Guarantor or a Significant Subsidiary or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable. Notwithstanding the foregoing, subject to certain limitations contained in the Indenturecase of an Event of Default arising from certain events of bankruptcy or insolvency involving the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default in relating to the payment of principal or interest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company must furnish an annual compliance certificate is required to deliver to the TrusteeTrustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default include, in payment of the principal of or any premium on the Securities; summary form, (i) default for 30 days in payment of any interest (including contingent interest, if any) or Liquidated Damages, if any, on any Securities; (ii) default in payment of the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) default by the Company or its Subsidiaries in the payment at the final maturity thereof, after the expiration of any indebtedness under any bondsapplicable grace period, debentures, notes or other evidences of principal of indebtedness for money borrowedborrowed in the principal amount then outstanding in excess of $10,000,000, or acceleration of any guarantee thereof, indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 30 business days after notice to the Company in accordance with the Indenture; (v) a Guarantee by a Guarantor that is a "significant subsidiary" as defined in Item 1-02(w) of Regulation S-X ceases to be or is asserted by the Company or any Guarantor not to be in full force and effect (other than in accordance with the terms of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, the Indenture and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the IndentureGuarantee); and (vi) certain events of bankruptcy or insolvency. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained in the Indenture. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities then at the time outstanding may direct the Trustee in its exercise of any trust or power. 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 amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Section 6.1 of the Indenture sets forth several Events of Default, including: (i) default in any payment of interest (including any Additional Interest required by the applicable Registration Rights Agreement), on any Security when due, continued for 30 days; (ii) default in the payment of principal on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; and (iii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary. If an Event of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its (other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in than an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. If any Event of Default described in (iii) of the preceding paragraph) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare all the Securities to be due and payablepayable immediately. If an Event of Default described in clause (iii) of the preceding paragraph occurs and is continuing, subject to certain limitations contained in the Indentureprincipal of 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. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (i) default in payment of the principal of or any premium interest on the Securities; default , continued for 30 days days; (ii) default in payment of interest; principal on the Securities at maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon declaration of acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or any Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under grace period after final maturity) of other Indebtedness of the Company, any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Guarantor or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10 million; and (vii) certain defaults with respect to Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable by notice in writing to the Company and the Trustee, subject to certain limitations contained and upon such declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal or premium, if any, on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) failure by the Company to comply for 90 30 days after notice to it with Sections 4.3, 4.4, 4.6 or Article 5 of the Indenture; (iv) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, for 60 days after notice; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, (iv) failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of its Significant Subsidiariesa default and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million and in either case, such default is not cured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in an aggregate principal amount 30 days; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted Subsidiary; and (vi) the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $50 million is not paid when due either at its stated maturity 5.0 million, if any such judgment or upon acceleration thereof, and such indebtedness decree is not discharged, waived or such acceleration is not rescinded or annulled stayed within a period of 30 60 days after notice as provided in Section 6.01 entry of the Indenture; and certain events of bankruptcy such judgment or insolvencydecree. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained . Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase upon declaration or otherwise, or failure by the Company for 90 days after notice Issuers to it redeem or purchase Securities when required; (iii) failure by the Issuers to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess certain cases subject to notice and lapse of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled time; (iv) certain accelerations (including failure to pay within a any grace period after final maturity) of 30 days after notice as provided in Section 6.01 other Debt of the IndentureIssuers if the amount accelerated (or so unpaid) exceeds $__ million; and M certain events of bankruptcy or insolvencyinsolvency with respect to the Issuers and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $__ million, subject to lapse of time and notice; and (vii) certain events with respect to the guarantees of the Issuers' obligations under the Securities by certain of their subsidiaries. If any However, a default under clauses -5- 6 certain of their subsidiaries. However, a default under clauses (iii) and (vi) will not constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such notice. If an Event of Default occurs and is continuing, the Trustees or the Holders of at least 25% in principal amount of the Securities outstanding may declare the principal of and all accrued but unpaid interest on all the Securities to be due and payablepayable immediately. Certain events of bankruptcy, subject to certain limitations contained insolvency or reorganization are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (i) default in payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, accrued Additional Interest, if any, Redemption Price, Purchase Price or Fundamental Change Redemption Price, as the case may be, in respect of or the Securities when the same becomes due and payable, provided that in the case of any premium on the Securitiesfailure to pay Additional Interest, such failure to pay continues for a period of 30 days; default for 30 days in payment of interest; (ii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences subject to notice and lapse of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturetime; and (iii) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being declared due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities then at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestamounts specified in clause (i) above) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (i) default in payment of the principal of or any premium interest on the Securities; default Securities when due, continued for 30 days days; (ii) default in payment of interest; principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect other Indebtedness of the Company, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Subsidiary Guarantor or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any if the amount of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million such Indebtedness with respect to which such a payment is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period made after expiration of 30 days after notice as provided in Section 6.01 of the Indentureany applicable grace period) exceeds $15.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteebest interest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) failure to pay at final maturity (giving effect to any indebtedness under applicable grace period and any bonds, debentures, notes or other evidences extensions thereof) the principal amount of indebtedness for money borrowed, or any guarantee thereof, by Indebtedness of the Company or any Restricted Subsidiary (other than a Receivables Entity) of its Significant Subsidiariesthe Company, in an or the acceleration of the final maturity of any such Indebtedness, if the aggregate principal amount of any such Indebtedness, together with the principal amount of any such other Indebtedness in excess of $50 million is not paid when due either default for failure to pay principal at its stated final maturity or upon acceleration thereofwhich has been accelerated, and such indebtedness is not discharged, aggregates $15.0 million or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturemore at any time; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 million against the Company or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture and subject to the terms of the Indenture, Events of Default includes include: (i) default in the occurrence payment when due of any or interest on the following: Notes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or any premium premium, if any, on the SecuritiesNotes when due, at Stated Maturity, upon optional redemption, upon required repurchase or otherwise; default for 30 days in payment of interest; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice or lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or other evidences so unpaid) exceeds $35 million; (v) certain judgments or decrees for the payment of indebtedness for money borrowed, in excess of $35 million; (vi) certain defaults with respect to the Notes Guarantees; and (vii) certain events of bankruptcy or any guarantee thereof, by insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries or any group of Subsidiaries that, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereoftaken together, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within would constitute a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencySignificant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include (i) the Company defaults in payment of interest which becomes payable after the Securities have been converted to semiannual coupon notes following the occurrence of any a Tax Event pursuant to Article 10 of the Indenture and such default continues for 30 days (whether or not such payment shall be prohibited by the following: terms of the Indenture); (ii) default in payment of the principal Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable (whether or any premium on not such payment shall be prohibited by the Securitiesterms of the Indenture); default for 30 days in payment of interest; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) default in the payment of any principal when due or resulting in acceleration of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an for borrowed money where the aggregate principal amount in excess of with respect to which the default or acceleration has occurred exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof10,000,000, and such indebtedness is acceleration has not discharged, or such acceleration is not been rescinded or annulled within a period of 30 10 days after receipt by the Company of a Notice of Default, subject to notice as provided in Section 6.01 and lapse of the Indenturetime; and (v) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities becoming due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then at the time outstanding may direct the Trustee in its exercise of any trust or power. 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 amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; default for 30 days in the payment when due of interestinterest on the Notes; default in the payment when due of principal on the Notes; failure by the Company for 90 days after notice to it to perform or comply with any of its other certain covenants, agreements or warranties in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness which failure continues for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after receipt of notice as provided in Section 6.01 from the Trustee or Holders of at least 25% of the outstanding Notes; failure to perform or comply with other covenants, agreements or warranties in the Indenture which failure continues for 60 days after receipt of notice from the Trustee or Holders of at least 25% of the outstanding Notes; defaults under and acceleration prior to maturity, or failure to pay at maturity, of certain other Indebtedness; except as permitted under the Indenture, any Subsidiary Guarantee shall cease for any reason to be in full force and effect; certain judgments that remain undischarged; dispositions by holders of certain Indebtedness of assets of the Company, any Subsidiary Guarantor or any other Restricted Subsidiary; and certain events of bankruptcy or insolvencyinsolvency involving the Company, any Subsidiary Guarantor or any other Restricted Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities outstanding Notes to be due and payablepayable immediately in an amount equal to the principal amount of and premium on, subject to certain limitations contained if any, such Notes, plus any accrued and unpaid interest; provided, however, that in the Indenture. Holders may not enforce case of an Event of Default arising from certain events of bankruptcy or insolvency, the Indenture principal amount of and premium on, if any, and any accrued and unpaid interest on, the Notes becomes due and payable immediately without further action or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securitiesnotice. Subject to certain limitationsexceptions, Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it by the Indenture; provided that the Trustee may refuse to follow any direction that conflicts with law or the Indenture, that the Trustee determines may be unduly prejudicial to the rights of other Holders, or would involve the Trustee in personal liability. The Trustee may withhold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default in payment of principal or interestDefault) if it determines that such withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness grace period after final maturity) of other Indebtedness of the Company or the Guarantors if the amount accelerated (or so unpaid) exceeds $5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, the Guarantors and the Significant Subsidiaries; (vi) the failure of a Guarantee to be in full force and effect; or (vii) the failure of any security interest under the Security Documents to be in full force and effect or the declaration of any bonds, debentures, notes security interest created or other evidences of indebtedness for money borrowed, purported to be created thereunder as invalid or any guarantee thereof, unenforceable or the assertion by the Company or any Guarantor in any pleading in any court of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million competent jurisdiction that any such security interest is not paid when due either at its stated maturity invalid or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencyunenforceable. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 in its sole discretion that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect other Indebtedness of the Company, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Subsidiary Guarantor or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any if the amount of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million such Indebtedness with respect to which such a payment is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days made after notice as provided in Section 6.01 of the Indentureexpiration any applicable grace period) exceeds $10.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in If an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding outstanding, subject to certain limitations, may declare all the Securities to be immediately due and payable, subject . If an Event of Default relating to certain limitations contained events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Securities shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders and if such Event of Default occurs prior to the earlier of (i) the Cash Election Date and (ii) August 15, 2009, the Company will thereafter be obligated to pay cash interest on each subsequent Interest Payment Date and the Securities will cease to accrete. Under certain circumstances, the Holders of a majority in principal amount at maturity of the Indentureoutstanding Securities may rescind any such acceleration with respect to the Securities and its consequences. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or powerpower under the Indenture. The Trustee Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding, by written notice to the Company and the Trustee, may withhold from Holders notice rescind any declaration of acceleration and its consequences if the rescission would not conflict with any continuing Default judgment or Event decree, and if all existing Events of Default (have been cured or waived except a Default or Event of Default in payment nonpayment of principal or interest) if it determines interest that withholding notice is in their interests. The Company must furnish an annual compliance certificate to has become due solely because of the Trusteeacceleration.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include, without limitation: (i) default for 30 days in payment of interest when due on the occurrence of any or the following: Securities; (ii) default in payment of the principal of or any premium premium, if any, on the SecuritiesSecurities at Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; default for 30 days in payment of interest; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of Subsidiary Guarantor to comply with its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in the Indenture and the Securities, in certain cases subject to notice and lapse of time; and (v) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company or any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $50.0 million; (vi) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; (vii) certain final judgments or decrees for the payment of money in excess of $50.0 million and (viii) the failure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary, to be in full force and effect (except as contemplated thereby) or any denial or disaffirmation thereof. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which shall result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (i) default in payment of the principal of or any premium interest on the Securities; default Securities when due, continued for 30 days days; (ii) default in payment of interest; principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Subsidiary Guarantor or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any if the amount of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million such Indebtedness with respect to which such a payment is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period made after expiration of 30 days after notice as provided in Section 6.01 of the Indentureany applicable grace period) exceeds $15.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteebest interest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Notes; (ii) default in payment of principal, or premium, if any, on the Notes at its Stated Maturity, upon optional redemption or otherwise; (iii) failure by the Company for 90 days after notice to it or any Subsidiary Guarantor to comply with any of its other agreements covenant or agreement in the Indenture or the SecuritiesNotes, subject to notice and lapse of time; (iv) failure to make any indebtedness under payment at maturity, including any bondsapplicable grace period, debentures, notes or other evidences in respect of indebtedness for money borrowed, or any guarantee thereof, by Indebtedness of the Company or any of its Significant Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries, in ) with an aggregate principal amount then outstanding in excess of $35,000,000, subject to certain conditions; (v) default in respect of other Indebtedness of the Company or any of its Subsidiaries (other than Indebtedness of the Company or of any of its Subsidiaries owing to the Company or any of its Subsidiaries) in an amount in excess of $50 million is not paid when due either at its stated maturity or upon 35,000,000, which results in the acceleration thereofof such Indebtedness, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturesubject to certain conditions; and (vi) certain events of bankruptcy or insolvencyinsolvency involving the Company or any Subsidiary Guarantor; and (vii) the Guarantee of any Subsidiary Guarantor ceases to be in full force and effect during its term or any Subsidiary Guarantor denies or disaffirms in writing its obligations under the Indenture or its Guarantee, other than in connection with the termination of such Guarantee pursuant to the provisions of the Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it in good faith determines that withholding notice is in not opposed to their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any grace period after final maturity) of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 10.0 million and such acceleration or failure to pay is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not 118 rescinded or annulled cured within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 day period; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $10.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (a) default in any payment of the principal of Principal Amount at Maturity, Issue Price, accrued Original Issue Discount or any premium Redemption Price on the SecuritiesNotes when the same becomes due and payable; default for 30 days in payment (b) failure on the part of interest; failure by the Company for 90 days after notice to it Guarantor or the Issuer to comply with any of its other agreements in the Indenture Notes or in the Indenture, subject to notice and lapse of time; (c) certain accelerations (including failure to pay within any grace period after final maturity) of other indebtedness if the amount accelerated (or so unpaid) equals or exceeds 2% of Consolidated Capitalization of the Guarantor; (d) the Guarantee ceases to be in full force and effect or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Guarantor or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 person acting on behalf of the IndentureGuarantor shall deny or disaffirm the Guarantor's obligations under the Guarantee; and or (e) certain events of bankruptcy or insolvencyinsolvency of the Guarantor or the Issuer. If any an Event of Default occurs shall have occurred and is be continuing, then, unless the principal amount of all of the Notes shall have previously become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities Notes then outstanding Outstanding may declare all the Securities Notes to be immediately due and payable, subject to certain limitations contained . Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureNotes becoming due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then outstanding Notes at the time Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestamounts specified in clause (a) above) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture and subject to the terms of the Indenture, Events of Default includes include: (i) default in the occurrence payment when due of any or interest on the following: Notes, which default continues for 30 consecutive days; (ii) default in payment of the principal of or any premium premium, if any, on the SecuritiesNotes when due, at Stated Maturity, upon optional redemption, upon required repurchase or otherwise; default for 30 days in payment of interest; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice or lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or other evidences so unpaid) exceeds $100.0 million; (v) certain judgments or decrees for the payment of indebtedness for money borrowed, in excess of $100.0 million; (vi) certain defaults with respect to the Notes Guarantees; and (vii) certain events of bankruptcy or any guarantee thereof, by insolvency with respect to the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess Subsidiaries or any group of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 Subsidiaries of the Indenture; and certain events of bankruptcy or insolvencyCompany that, taken together, would constitute a Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An 1 of the Indenture sets forth several Events of Default, including: (i) default in any payment of interest, on any Security when due, continued for 30 days; (ii) default in the payment of principal on any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; and (iii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary. If an Event of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its (other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in than an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. If any Event of Default described in (iii) of the preceding paragraph) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare all the Securities to be due and payablepayable immediately. If an Event of Default described in clause (iii) of the preceding paragraph occurs and is continuing with respect to the Company, subject to certain limitations contained in the Indentureprincipal of 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. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase 106 EXHIBIT 4.1 Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or other evidences of indebtedness for money borrowedso unpaid) exceeds $7.5 million, or any guarantee thereof, by its foreign currency equivalent at the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturetime; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $7.5 million, or its foreign currency equivalent at the time. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include: (i) default by the occurrence Company in the payment of any or interest upon any Note and the following: continuance of such default for 60 days; (ii) default by the Company in the payment of the principal of or any premium on any Note when due at Stated Maturity, on redemption, by declaration or otherwise, and the Securities; continuance of such default for 30 days in payment of interestthree Business Days; failure (iii) default by the Company or NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture and continuance of such default for 90 days after written notice to it the Company or NiSource Inc. from the Trustee or to comply with any the Company, NiSource Inc. and the Trustee from the Holders of its other agreements at least 33% in principal amount of the Indenture Outstanding Notes; (iv) default by the Company or the Securities; any indebtedness NiSource Capital Markets, Inc. under any bondsbond, debenturesdebenture, notes note or other evidences evidence of indebtedness for money borrowed, or any guarantee thereof, borrowed by the Company or NiSource Capital Markets, Inc., or the Company or NiSource Capital Markets, Inc. defaults under any of its Significant Subsidiariesmortgage, in an aggregate principal amount indenture or instrument under which there may be issued, secured or evidenced indebtedness constituting a failure to pay in excess of $50 million is not paid 50,000,000 of the principal or interest when due either at and payable, subject to certain cure rights; (v) the guarantee by NiSource Inc. ceases to be in full force and effect or is disaffirmed or denied (other than according to its stated maturity or upon acceleration thereof, and such indebtedness is not dischargedterms), or such acceleration is not rescinded found to be unenforceable or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indentureinvalid; and or (vi) certain events of bankruptcy bankruptcy, insolvency or insolvency. reorganization of the Company, NiSource Capital Markets, Inc. or NiSource Inc. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 2533% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An In the case of an Event of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its other agreements Default, as defined in the Indenture arising from certain events of bankruptcy or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by insolvency with respect to the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when all outstanding Securities will become due either at its stated maturity and payable immediately and automatically without further action or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencynotice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Securities may declare all the Securities to be due and payable, subject to certain limitations contained in the Indenturepayable immediately. Holders of the Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default in relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in their interestsinterest. The Company must furnish an annual compliance certificate Holders of a majority in aggregate principal amount of the Securities then outstanding by notice to the TrusteeTrustee may, on behalf of the Holders of all of the Securities, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, the Securities. [In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Securities pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any willful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interestinterest on the Senior Notes; default in payment of principal of, or premium, if any, on the Senior Notes; subject to certain exceptions, failure by the Company for 90 30 days after notice to it to comply with any of its other agreements in or covenants in, or provisions of, the Indenture or the SecuritiesSenior Notes; any indebtedness certain defaults under any bonds, debentures, notes or other evidences of indebtedness for money borrowedand acceleration prior to maturity of, or any guarantee thereoffailure to pay at maturity, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturecertain other Indebtedness; certain final judgments that remain undischarged; and certain events of bankruptcy or insolvencyinsolvency involving the Company or any Restricted Subsidiary that is a Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Senior Notes may declare all the Securities Senior Notes to be immediately due and payablepayable in an amount equal to the principal of, subject to certain limitations contained premium, if any, and any accrued and unpaid interest on, such Senior Notes; provided, however, that in the Indenture. Holders may not enforce case of an Event of Default arising from certain events of bankruptcy or insolvency, the Indenture principal of, premium, if any, and any accrued and unpaid interest on, the Senior Notes becomes due and payable immediately without further action or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securitiesnotice. Subject to certain limitationsexceptions, Holders of a majority in principal amount of the Securities then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power, provided that the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of Holders unless such Holders have offered to the Trustee security and indemnity satisfactory to it. Holders may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may withhold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default in payment of principal or interestDefault) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on any Security when due at its Stated Maturity, upon redemption pursuant to paragraphs 5 or 6 above, upon required repurchase, upon acceleration or otherwise, (iii) failure by the Company for 90 days after notice to it to comply with any Article 5 of its the Indenture; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, (iv) failure by the Company or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the Holders thereof because of its a default and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million; (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiaries, in an aggregate principal amount Subsidiary; and (vi) the rendering of any judgments or decrees for the payment of money in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency5.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained . Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities when due; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon declaration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its obligations under certain covenants, (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (v) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any Significant Subsidiary (other than Limited Recourse Indebtedness) if the amount accelerated (or so unpaid) exceeds $10.0 million; (vi) certain events of its bankruptcy, insolvency or reorganization with respect to the Company or a Significant Subsidiaries, in an aggregate principal amount Subsidiary; (vii) any judgment or decree for the payment of money in excess of $50 10.0 million is not paid when due either at its stated maturity rendered against the Company or upon acceleration thereofa Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and such indebtedness is not discharged, waived or stayed within 10 days after notice or (viii) a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with the terms of such acceleration is not rescinded Subsidiary Guaranty) or annulled within a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty if such default continues for a period of 30 10 days after notice as provided in Section 6.01 of thereof to the Indenture; and certain events of bankruptcy or insolvencyCompany. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare the principal of and accrued but unpaid interest on all the Securities to be due and payablepayable immediately. Certain events of bankruptcy, subject to certain limitations contained insolvency or reorganization are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. A default under clauses (iii) (except for the covenants referred to in the preceding sentence), (iv), (vii) or (viii) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event of Under the Indenture, Events or Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon required repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 20.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, acceleration or such acceleration failure to pay is not rescinded or annulled cured, including by way of repayment, within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 day period; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $20.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Notes; (b) default in payment of principal on the Notes at maturity, upon redemption pursuant to Paragraph 5 or 6 of the Notes, upon acceleration or otherwise, or failure by the Company for 90 days after notice Issuers to it redeem or purchase Notes when required; (c) failure by the Issuers or certain Subsidiaries to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant SubsidiariesNotes, in an aggregate principal amount in excess certain cases subject to notice and lapse of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled time; (d) certain accelerations (including failure to pay within a any grace period after final maturity) of 30 days after notice as provided in Section 6.01 other Indebtedness of the IndentureIssuers if the amount accelerated (or so unpaid) exceeds $20.0 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Issuers, the Guarantors and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $20.0 million; (g) certain defaults with respect to Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes (or, in certain cases of a series of Notes) may declare all the Securities such Notes to be due and payablepayable immediately, subject to certain limitations contained conditions set forth in the Indenture. Holders Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event of Under the Indenture, Events or Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon required repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 10.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, acceleration or such acceleration failure to pay is not rescinded or annulled cured within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 day period; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $10.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at 133 least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its a Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $10.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon declaration of acceleration or otherwise; (iii) the failure by the Company for 90 days after notice to it or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes grace period after final maturity) or defaults of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to AMH II, AMH, the Company or any Significant Subsidiary; (vi) certain judgments or decrees for the payment of money in excess of $10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained . Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include, without limitation: (i) default for 30 days in payment of interest when due on the occurrence of any or the following: Securities; (ii) default in payment of the principal of or any premium premium, if any, on the SecuritiesSecurities at Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; default for 30 days in payment of interest; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of Subsidiary Guarantor to comply with its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in the Indenture and the Securities, subject in certain cases to notice and/or lapse of time; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) the failure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or group of Subsidiaries that taken together would constitute a Significant Subsidiary, to be in full force and effect (except as contemplated thereby) or any denial or disaffirmation thereof. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which shall result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to the Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (i) default in payment of the principal of or any premium Principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (ii) default for 30 days in payment of interestinterest on the Securities; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the SecuritiesSecurities for sixty days after notice; any (iv) failure to pay when due or certain accelerations of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, Subsidiary in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity 10,000,000 or upon acceleration thereofmore, subject to notice and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and (v) certain events of bankruptcy or insolvencyinsolvency involving the Company or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal Principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal Principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it in good faith determines that withholding notice is in not opposed to their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to Section 6 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10,000,000; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $10,000,000; (g) certain defaults with respect to Subsidiary Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. In the event of an acceleration that occurs prior to October 15, subject 2014, an amount will also become due and payable as of the day immediately preceding the day that the Securities were accelerated equal to certain limitations contained the premium that would then be payable by the Company if the Company elected to redeem the Securities at its option on such date pursuant to the provisions described in Section 6 above. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of Principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise, or failure by the Company for 90 days after notice to it repurchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Debt of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 25 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 continues for 10 days after the required notice as provided in Section 6.01 of to the IndentureCompany; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain judgments or decrees for the payment of money in excess of $25 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal Principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal Principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 Principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon acceleration, redemption or otherwise, or failure by the Company for 90 days after notice to it purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securitiessecurities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either 3,500,000 at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturetime; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company; and (vi) certain judgments or decrees for the payment of money in excess of $5,000,000. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal (or, as the case may be, the Accreted Value) on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain judgments or decrees for the payment of money in excess of $10 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of so unpaid) exceeds $10.0 million or its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indentureforeign currency equivalent; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $10.0 million or its foreign currency equivalent. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: include (i) default in payment of the principal of or any premium on the SecuritiesNotes when due or failure to redeem or purchase Notes when required; (ii) default for 30 days 2 Business Days in payment of interestany interest on the Notes; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture Indenture, in certain cases subject to notice and lapse of time; (iv) failure to pay principal or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowedinterest on, or any guarantee thereofacceleration of, by other Indebtedness of the Company or any Restricted Subsidiary if the amount accelerated (or in respect of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million which there is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturepayment default) exceeds euro 10,000,000; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Restricted Subsidiary; and (vi) certain judgments or decrees for payment of money in excess of euro 3,000,000;. If any an Event of Default (other than certain events of bankruptcy or insolvency with respect to the Company) occurs and is continuing, the Trustee or Trustee, with the Holders consent of Noteholders holding at least 25% a majority in aggregate principal amount of the Securities then outstanding Notes, may declare all of the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders including the right of the Trustee to refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security, Noteholders holding a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Noteholders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10.0 million; and (vii) certain events with respect to the guarantees of the Securities by the Parent and certain Restricted Subsidiaries of the Company. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately, subject to certain limitations contained conditions. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities when due; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its obligations under certain covenants; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (v) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any Significant Subsidiary (other than Limited Recourse Indebtedness) if the amount accelerated (or so unpaid) exceeds $10.0 million; (vi) certain events of its bankruptcy, insolvency or reorganization with respect to the Company or a Significant Subsidiaries, in an aggregate principal amount Subsidiary; (vii) any judgment or decree for the payment of money in excess of $50 10.0 million is not paid when due either at its stated maturity rendered against the Company or upon acceleration thereofa Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and such indebtedness is not discharged, waived or stayed within 10 days after notice; or (viii) any Subsidiary Guarantee ceases or otherwise fails to be in full force and effect (other than in accordance with the terms of such acceleration is not rescinded Subsidiary Guarantee) or annulled within any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee if such default continues for a period of 30 10 days after notice as provided in Section 6.01 of thereof to the Indenture; and certain events of bankruptcy or insolvencyCompany. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare the principal of and accrued but unpaid interest on all the Securities to be due and payablepayable immediately. Certain events of bankruptcy, subject to certain limitations contained insolvency or reorganization are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. A default under clauses (iv), (v), (vii) or (viii) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include (a) default in payment of any cash interest (including any interest which becomes payable after the Securities have been converted to notes paying semiannual interest following the occurrence of a Tax Event) or any or the following: Contingent Cash Interest and such default continues for 30 days; (b) default in payment of the principal Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount or cash interest, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of or any premium on the SecuritiesSecurities when the same becomes due and payable; default for 30 days in payment of interest; (c) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (d) default in the payment of any principal when due or resulting in acceleration of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an for borrowed money where the aggregate principal amount in excess of with respect to which the default or acceleration has occurred exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof10,000,000, and such indebtedness is acceleration has not discharged, or such acceleration is not been rescinded or annulled within a period of 30 10 days after receipt by the Company of a Notice of Default, subject to notice as provided in Section 6.01 and lapse of time; provided, however, that if any such default shall be cured, waived, rescinded or annulled, then the IndentureEvent of Default by reason thereof shall be deemed not to have occurred; and (e) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureIssue Price plus Original Issue Discount and any accrued and unpaid cash interest or any Contingent Cash Interest (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount, plus accrued interest) on the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then at the time outstanding may direct the Trustee in its exercise of any trust or power. 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 amounts specified in clause (a) or interest(b) above) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at their Stated Maturity, upon optional redemption, upon declaration of acceleration or otherwise, or failure by the Company for 90 days after to redeem or purchase Securities when required; (c) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company to comply with certain provisions in Article 4 of the Indenture, subject to notice to it and lapse of time; (e) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (f) certain accelerations (including failure to pay within any indebtedness under grace period after final maturity) of other Indebtedness of the Company, any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Subsidiary Guarantor or any guarantee thereof, by Significant Subsidiary if the Company total amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture36,000,000; and (g) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, a Subsidiary Guarantor or any Significant Subsidiary; (h) certain judgments or decrees entered against the Company, a Subsidiary Guarantor or any Significant Subsidiary for the payment of money in excess of $36,000,000; and (i) certain defaults with respect to Subsidiary Guarantees. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption, upon purchase, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Parent or Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, the Parent or any guarantee thereof, by Restricted Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Parent, Company or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $10 million; and (g) certain defaults with respect to Security Guarantees of the Parent or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10 million; and (viii) certain events with respect to the guarantees of the Securities by the Parent and certain Restricted Subsidiaries of the Company. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately, subject to certain limitations contained conditions. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include (i) after exercise by the occurrence Company of any or its option pursuant to Section 11.01 of the following: Indenture following a Tax Event, default in the payment of interest that continues for a period of 31 days; (ii) default in payment of the principal Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payable; (iii) failure either to deliver shares of Common Stock or any premium on pay cash in lieu thereof (together with cash in lieu of fractional shares) in accordance with the Securitiesterms of the Indenture when such Common Stock (or cash) is required to be delivered following conversion of a Security and such failure is not remedied for a period of 10 days; default for 30 days in payment of interest; (iv) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and (v) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount of the Securities then outstanding at the time outstanding, may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureSecurities becoming due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities then at the time outstanding may direct the Trustee in its exercise of any trust or power. 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 amounts specified in clause (i) or interest(ii) in the immediately preceding paragraph) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to para graph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase the Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any so unpaid) exceeds $10,000,000 and such acceleration continues for 10 days after notice; (v) certain events of its bankruptcy, insolvency or reorganization with respect to the Company and the Significant Subsidiaries, in an aggregate principal amount ; (vi) certain judgments or decrees for the payment of money in excess of $50 million is not paid when due either at 10,000,000 or its stated maturity foreign currency equivalent against the Company or upon acceleration thereof, a Significant Subsidiary; and (vii) a Subsidiary Guaranty ceasing to be in full force and effect (other than in accordance with its terms) and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 default continues for 10 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencynotice. If any Event of certain Events of Default enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include (i) the Company defaults in payment of interest which becomes payable after the Notes have been converted to semiannual coupon notes following the occurrence of any a Tax Event pursuant to Section 501 of the Second Supplemental Indenture and such default continues for 30 days (whether or not such payment shall be prohibited by the following: terms of the Indenture); (ii) default in payment of the principal Principal Amount at Maturity (or, if the Notes have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount or cash interest, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Notes when the same becomes due and payable (whether or any premium on not such payment shall be prohibited by the Securitiesterms of the Indenture); default for 30 days in payment of interest; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the SecuritiesNotes, subject to notice and lapse of time; (iv) default in the payment of any principal when due or resulting in acceleration of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an for borrowed money where the aggregate principal amount in excess of with respect to which the default or acceleration has occurred exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof10,000,000, and such indebtedness is acceleration has not discharged, or such acceleration is not been rescinded or annulled within a period of 30 10 days after receipt by the Company of a Notice of Default, subject to notice as provided in Section 6.01 and lapse of the Indenturetime; and (v) certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the Securities then outstanding Notes at the time outstanding, may declare all the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureNotes becoming due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities then Notes at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interests. ------------------- The Company will furnish to any Noteholder upon written request and without charge a copy of the Indenture. ▇▇▇▇'▇ COMPANIES, INC. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Road Wilkesboro, North Carolina 28697 Attention: Vice President and Treasurer ASSIGNMENT FORM CONVERSION NOTICE To assign this Note, fill in the form below: To convert this Note into Common Stock of the Company, check the box: [_] I or we assign and transfer this Note to: To convert only part of this Note, state the Principal Amount at Maturity to be converted ___________________________________________ (which must furnish be $1,000 or an annual compliance integral multiple of $1,000): $________________________________ ___________________________________________ (Insert assignee's Soc. Sec. or tax ID no.) If you want the stock certificate made out in another person's name, fill in the form below: ___________________________________________ _______________________________________________ ___________________________________________ (Print or type assignee's name, address _______________________________________________ and zip code) (Insert other person's Soc. Sec. or tax ID no.) and irrevocably appoint ___________________ agent to transfer this Note on the books of the Company. The agent may substitute another ________________________________________________ to act for him. ________________________________________________ (Print or type other person's name, address and zip code) Date: ___________________________ Your Signature: _____________________________________* (Sign exactly as your name appears on the other side of this Note) * Your signature must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Trustee., which requirements include membership or participation in the Note Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Trustee in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. ▇▇▇▇▇▇▇ ▇-▇ [FORM OF FACE OF CERTIFICATED NOTE] THIS NOTE WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT, FOR PURPOSES OF SECTIONS 1272, 1273 AND ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ INTERNAL REVENUE CODE OF 1986, AS AMENDED. THE ISSUE PRICE OF THIS NOTE WAS $861.03 PER $1,000 OF PRINCIPAL AMOUNT AT MATURITY; THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, INCLUDING CASH INTEREST PAYABLE THROUGH OCTOBER 19, 2006 TAXABLE AS ORIGINAL ISSUE DISCOUNT UNDER TREASURY REGULATION SECTION 1.1273-1, IS $182.02 PER $1,000 OF PRINCIPAL AMOUNT AT MATURITY; THE ISSUE DATE IS OCTOBER 19, 2001; AND THE YIELD TO MATURITY FOR THE PURPOSES OF ACCRUING ORIGINAL ISSUE DISCOUNT IS 1.0% PER ANNUM, CALCULATED ON A SEMIANNUAL BOND EQUIVALENT BASIS. ▇▇▇▇'▇ COMPANIES, INC. Senior Convertible Note due 2021

Defaults and Remedies. An Event of Default includes is default in the occurrence payment of any interest on the Securities continued for 30 days, whether or not such payment is prohibited or restricted by the following: subordination provisions of the Indenture; default in payment of principal of or premium, if any, on the Securities when due and payable, whether or not such payment is prohibited or restricted by the subordination provisions of the Indenture; default in payment of the principal Purchase Price or Change of or any premium on Control Purchase Price to be paid upon a redemption at the Securities; default for 30 days in payment option of interestthe Holder pursuant to paragraph 6; failure by the Company for 90 60 days after certain notice to it to comply with any of its other agreements in the Indenture or Indenture; default in the Securities; any indebtedness under any bonds, debentures, notes or payment of other evidences of indebtedness for money borrowed, or any guarantee thereof, by of the Company if such payment exceeds $50,000,000 or any acceleration of its Significant Subsidiaries, in an aggregate principal amount payments with respect to indebtedness of the Company in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture50,000,000; and certain events of bankruptcy or insolvency. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare the principal of, and accrued interest on, all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require 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 Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default default (except a Default or Event of Default default in payment of principal or premium, if any, or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon declaration of acceleration or otherwise; (iii) failure by the Company for 90 days after notice to it or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under grace period after final maturity) of other Indebtedness of the Company, any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Guarantor or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, a Guarantor or any Significant Subsidiary; (vi) certain judgments or decrees for the payment of money in excess of $10 million; and (vii) certain defaults with respect to Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained . Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company, Parent or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bondsgrace period after final maturity) of other Indebtedness of the Company, debentures, notes or other evidences of indebtedness for money borrowed, Parent or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture12.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, Parent and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $12.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon optional redemption, upon declaration of acceleration or otherwise, or failure by the Company for 90 days after notice to it purchase Securities when required; (c) failure by the Company to comply with any of its certain other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its the Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture5.0 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; and (f) certain judgments or decrees for the payment of money in excess of $5.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; any (iv) certain accelerations of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any Restricted Subsidiary if the amount accelerated exceeds $25,000,000, subject to notice and lapse of its Significant Subsidiariestime; provided, in an aggregate principal amount however, that if any such default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) a failure to pay, bond or otherwise discharge, within 60 days, any final non-appealable judgment, decree or order of any court or regulatory or administrative agency for the payment of money in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, 25,000,000 and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and (vi) certain events of bankruptcy or insolvencyinsolvency involving the Company or any Restricted Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 Principal or interest) if it in good faith determines that withholding notice is in not opposed to their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Subject to the following paragraph, if certain Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its other agreements specified in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, occur and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. If any Event of Default occurs and is are continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities then outstanding may declare the principal amount, together with any accrued and unpaid Interest thereon and the Applicable Premium, if any, of all the Securities to be due and payable immediately in cash (with no amount of Interest being payable in Additional Securities), by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount, together with any accrued and unpaid Interest thereon and Applicable Premium, if any, shall become immediately due and payable. In addition, subject certain specified Events of Default will cause the principal amount, together with any accrued and unpaid Interest thereon (with no amount of Interest being payable in Additional Securities) and the Applicable Premium, if any, of all the Securities at the time Outstanding to certain limitations contained be due and payable immediately in cash without further action or notice. If the IndentureCompany so elects, the sole remedy for an Event of Default relating to the Company's failure to comply with the reporting obligations under Section 3.05(a) of the Fourth Supplemental Indenture and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act, will for the first 60 days after the occurrence of such Event of Default consist exclusively of the right to receive Special Interest on the principal amount of the Securities at an annual rate equal to 0.50% of the principal amount of the Securities. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any certain continuing Default Defaults or Event Events of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon acceleration or otherwise; or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under grace period after final maturity) of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $10 million and continue for 10 days after the required notice to the Company; (v) certain events of bankruptcy or insolvency with respect to the Company and any bondsRestricted Subsidiary; (vi) certain judgments or decrees for the payment of money in excess of $10 million or (vii) the revocation, debentures, notes termination or other evidences suspension of indebtedness for money borrowed, or any guarantee thereof, by Gaming License of the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and Restricted Subsidiaries subject to certain events of bankruptcy or insolvencyconditions. If any an Event of Default (other than an Event of Default specified in (v) above) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may may, by notice to the Company, declare all the principal amount of and accrued interest on the Securities to be due and payable, subject to certain limitations contained in payable immediately upon the Indentureoccurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Notes; (b) default in payment of principal on the Notes at maturity, upon redemption, upon purchase, upon acceleration or otherwise; (c) failure by the Company for 90 days after notice to it to comply with any of its other agreements or covenants in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Restricted Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture25 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $25 million; and (g) certain defaults with respect to Guarantees of the Company or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding may declare all amounts owing under the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then then-outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it a committee of its trust officers in good faith determines that the withholding of such notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10,000,000; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money, the portion of which not covered by insurance exceeding $10,000,000 and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event of Default includes the occurrence of any or the followingis: (a) default in payment of the principal of the Convertible Notes, when due at maturity, upon acceleration or any premium on otherwise or default in payment when due of the SecuritiesRedemption Price, Repurchase Price or Fundamental Change Payment; (b) default for 30 days or more in payment of interestany installment of interest (including Contingent Interest, if any) or Liquidated Damages on the Convertible Notes; failure (c) default by the Company for 90 60 days or more after notice to it to comply with any of its other agreements in the Indenture observance or the Securities; performance of any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, covenants in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and (d) failure to provide timely notice of a Fundamental Change; or (e) certain events involving bankruptcy, insolvency or reorganization of bankruptcy or insolvencythe Company. If any an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Securities then outstanding Convertible Notes may declare the unpaid principal of, and accrued and unpaid interest (including Contingent Interest, if any) and Liquidated Damages, if any, on, all the Securities Convertible Notes then outstanding to be due and payablepayable immediately, subject to certain limitations contained except that in the Indenturecase of an Event of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Company, all outstanding Convertible Notes become due and payable without further action or notice. Holders of Convertible Notes may not enforce the Indenture or the Securities Convertible Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the SecuritiesConvertible Notes. Subject to certain limitations, Holders holders of a majority in principal amount of the Securities then outstanding Convertible Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders holders notice of any continuing Default or Event of Default default (except a Default or Event of Default default in payment of principal principal, interest or interestLiquidated Damages, if applicable) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate certificates to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon optional redemption, upon declaration of acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Company to comply with any of its certain other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its the Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture5.0 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; and (f) certain judgments or decrees for the payment of money in excess of $5.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Company, Parent or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture17.5 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, Parent and any Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $17.5 million, (g) certain defaults with respect to the Parent Guaranty or any Subsidiary Guaranty and (h) certain defaults with respect to the Collateral and the Security Documents. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event of Default includes is default in the payment by the Company of accrued and unpaid cash interest (including any cash interest payable after any election by the Company to restate the principal amount of the Securities and pay cash interest on the Securities following the occurrence of any or a Tax Event) on the following: Securities continued for 30 days, default by the Company in payment of principal (or, if the Company has elected to restate the principal amount of or any premium the Securities and pay cash interest on the Securities; default for 30 days in payment Securities following the occurrence of interest; a Tax Event, the Restated Principal Amount) of the Securities at Maturity, failure by the Company for 90 days after written notice (as specified in the Indenture) to it to comply with any of its other covenants or agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain specified events of bankruptcy bankruptcy, insolvency or insolvencyreorganization with respect to the Company. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding may declare all an amount equal to the Accreted Value of the Securities (or, if the Company has elected to restate the principal amount of the Securities and pay additional cash interest on the Securities following the occurrence of a Tax Event, the Restated Principal Amount) in respect of the Securities to be immediately due and payable, subject to certain limitations contained in the Indenture. Holders may not enforce the Indenture or the 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 at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or an Event of Default in payment of principal (or, if the Company has elected to restate the principal amount of the Securities and pay additional cash interest following the occurrence of a Tax Event, the Restated Principal Amount) or accrued and unpaid interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes include (a) the occurrence failure to pay interest on any Security when the same becomes due and payable and the default continues for a period of any or 30 days; (b) the following: default in payment of failure to pay the principal on any Security, when such principal becomes due and payable, at maturity, upon redemption, upon declaration of acceleration or any premium on otherwise (including the Securitiesfailure to make a payment to purchase Securities tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); default for 30 days in payment of interest; (c) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or applicable grace periods after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture25,000,000; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Guarantor or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $25,000,000; (g) certain defaults with respect to Guarantees; and (h) certain defaults with respect to Collateral and the Security Documents. If any an Event of Default occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare the principal of and accrued interest on all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Subject to the provisions of the Indenture relating to the duties of the Trustee or the Notes Collateral Agent, neither the Trustee nor the Notes Collateral Agent is under any obligation to exercise any of its rights or powers under the Indenture, the Securities, the Guarantees or the Security Documents at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee or the Notes Collateral Agent, as applicable, reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Notes Collateral Agent or exercising any trust or power conferred on the Trustee or the Notes Collateral Agent, as applicable. Holders of the Securities may not enforce the Indenture or the Securities except as provided in the IndentureIndenture and under the Act. The Trustee Notwithstanding the foregoing in no event may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount any Holder enforce any Lien of the Securities then outstanding may direct Notes Collateral Agent pursuant to the Trustee in its exercise of any trust or powerSecurity Documents. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it a committee of its Trust Officers in good faith determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterests of the Holders.

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; (a) default for 30 days in the payment when due of interestinterest on the Notes; (b) default in payment when due of principal of or premium, if any, on the Notes (including the failure to repurchase the Notes pursuant to a Change of Control Offer or Asset Sale Offer); (c) failure by the Company Company, any Guarantor or any Significant Subsidiary to comply with Section 5.01 of the Indenture; (d) failure by the Company, any Guarantor or any Significant Subsidiary for 90 60 days after notice to it the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with any of its certain other agreements in the this Indenture or the SecuritiesNotes; (e) default under certain other agreements relating to Indebtedness of the Company, any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Guarantor or any guarantee thereof, by Significant Subsidiary which default results in the acceleration of such Indebtedness prior to its express maturity; (f) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (g) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, Subsidiary; and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice (h) except as provided in Section 6.01 of permitted by the Indenture; , any applicable Subsidiary Guarantee or a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and certain events of bankruptcy effect or insolvencyany Guarantor or a Significant Subsidiary or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable. Notwithstanding the foregoing, subject to certain limitations contained in the Indenturecase of an Event of Default arising from certain events of bankruptcy or insolvency involving the Company, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the this Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default in relating to the payment of principal or interest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company must furnish an annual compliance certificate is required to deliver to the TrusteeTrustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it Issuers to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) a failure to pay within any grace period after maturity other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, Issuers in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity 25 million, subject to notice and lapse of time; provided, however, that if any such failure shall cease, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain accelerations of other indebtedness of the Issuers if the amount accelerated exceeds $25 million, subject to notice and lapse of time; provided, however, that if any such default or upon acceleration thereofshall be cured, and such indebtedness is not dischargedwaived, or such acceleration is not rescinded or annulled within a period annulled, then the Event of 30 days after notice as provided Default by reason thereof shall be deemed likewise to have been cured; (vi) any Guarantee ceasing to be in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. full If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 Principal or interest) if it determines that withholding notice is in not opposed to their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event of Under the Indenture, Events or Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon required repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 10.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, acceleration or such acceleration failure to pay is not rescinded or annulled cured within a period of 30 days after notice as provided in Section 6.01 of the Indenture110 6 10 day period; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $10.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase the Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any so unpaid) exceeds $10,000,000 and such acceleration continues for 10 days after notice; (v) certain events of its bankruptcy, insolvency or reorganization with respect to the Company and the Significant Subsidiaries, in an aggregate principal amount ; (vi) certain judgments or decrees for the payment of money in excess of $50 million is not paid when due either at 10,000,000 or its stated maturity foreign currency equivalent against the Company or upon acceleration thereof, a Significant Subsidiary; and (vii) a Subsidiary Guaranty ceasing to be in full force and effect (other than in accordance with its terms) and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 default continues for 10 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencynotice. If any Event of certain Events of Default enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecuri ties unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or any Restricted Subsidiary to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under grace period after final maturity) of other Indebtedness of the Company, any bonds, debentures, notes or other evidences of indebtedness for money borrowed, Subsidiary Guarantor or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture12.5 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, a Subsidiary Guarantor or any Significant Subsidiary; (vi) certain judgments or decrees for the payment of money in excess of $12.5 million; and (vii) certain defaults with respect to the Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the SecuritiesNotes at maturity, or upon acceleration, redemption or otherwise; default for 30 days in payment of interestinterest on any Note for 30 days; certain defaults under other Indebtedness; failure by the Company or its Subsidiaries for 90 30 days after written notice to it A-2-5 from the Trustee or Holders of at least 25% in principal amount of the then outstanding Notes, to comply with any of its the other agreements or covenants in or provisions of the Indenture or the SecuritiesNotes; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencyinsolvency with respect to the Company and its Significant Subsidiaries; certain final judgments that remain undischarged for 60 days after being entered; any Guarantee of a Significant Subsidiary ceases to be in full force and effect; and any Guarantor that is a Significant Subsidiary shall deny its obligations under its Guarantee. If any an Event of Default occurs and is continuingcontinuing (and has not been waived in accordance with the provisions of the Indenture), the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be immediately due and payablepayable for an amount equal to 100% of the principal amount of the Notes plus accrued interest to the date of payment, subject to certain limitations contained except that in the Indenturecase of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the SecuritiesNotes. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or an Event of Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its Responsible Officers determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Restricted Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 10.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, acceleration or such acceleration failure to pay is not rescinded or annulled cured within a period of 30 days after notice as provided in Section 6.01 of the Indenture10-day period; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $10.0 million against the Company or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount E1-9 101 at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to Section 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture75 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of 75 million; and (g) certain defaults with respect to Subsidiary Guarantees. If any an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding by notice to the Company and the Trustee, may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which shall result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to Section 6 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (c) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture20,000,000; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $20,000,000; (g) certain defaults with respect to Subsidiary Guarantees; and (h) certain defaults relating to the Collateral under the Security Documents. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately. In the event of an acceleration that occurs prior to March 15, subject 2014, an amount will also become due and payable as of the day immediately preceding the day that the Securities were accelerated equal to certain limitations contained the premium that would then be payable by the Company if the Company elected to redeem the Securities at its option on such date pursuant to the provisions described in Section 6 above. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, or failure by the Company for 90 days after notice to it redeem or purchase, upon declaration or otherwise (whether or not such payment is prohibited by Article X), Securities when required; (iii) failure by the Company or any Guarantor Subsidiary to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any a Significant Subsidiary if the amount accelerated (or so unpaid) exceeds $5,000,000 or its foreign currency equivalent; (v) certain events of bankruptcy, insolvency or reorganization with respect to the Company and its Significant Restricted Subsidiaries, in an aggregate principal amount ; (vi) certain judgments or decrees not covered by insurance for the payment of money in excess of $50 million is not paid when due either at 5,000,000 or its stated maturity foreign currency equivalent against the Company or upon acceleration thereof, a Restricted Subsidiary; and (vii) a Subsidiary Guaranty ceasing to be in full force and effect (other than in accordance with its terms) or any Guarantor Subsidiary denies or disaffirms its obligations under the Indenture or any Subsidiary Guaranty and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvencyDefault continues for 10 days. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 principal, premium, if any, or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their intereststhe interest of the Holders. The Company must furnish an annual compliance certificate to the Trustee.135 13

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interestinterest on the Exchange Debentures; default in payment of principal of, or premium, if any, on the Exchange Debentures; subject to certain exceptions, failure by the Company for 90 30 days after notice to it to comply with any of its other agreements in or covenants in, or provisions of, the Indenture or the SecuritiesExchange Debentures; any indebtedness certain defaults under any bonds, debentures, notes or other evidences of indebtedness for money borrowedand acceleration prior to maturity of, or any guarantee thereoffailure to pay at maturity, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturecertain other Indebtedness; certain final judgments that remain undischarged; and certain events of bankruptcy or insolvencyinsolvency involving the Company or any Restricted Subsidiary that is a Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Exchange Debentures may declare all the Securities Exchange Debentures to be immediately due and payablepayable in an amount equal to the principal of, subject to certain limitations contained premium, if any, and any accrued and unpaid interest on, such Exchange Debentures; provided, however, that in the Indenture. Holders may not enforce case of an Event of Default arising from certain events of bankruptcy or insolvency, the Indenture principal of, premium, if any, and any accrued and unpaid interest on, the Exchange Debentures becomes due and payable immediately without further action or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securitiesnotice. Subject to certain limitationsexceptions, Holders of a majority in principal amount of the Securities then outstanding Exchange Debentures may direct the Trustee in its exercise of any trust or power, provided that the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of Holders unless such Holders have offered to the Trustee security and indemnity satisfactory to it. Holders may not enforce the Indenture or the Exchange Debentures except as provided in the Indenture. The Trustee may withhold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default in payment of principal or interestDefault) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise; (c) failure by the Company to repurchase Securities when required; (d) failure by the Company for 90 60 days after receiving notice to it from the Trustee or 25% in aggregate principal amount of the Securities to comply with any of its other the agreements in the Indenture or the SecuritiesIndenture; (e) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any Restricted Subsidiary if the amount accelerated (or so unpaid) exceeds $20.0 million in the aggregate; (f) certain judgments or decrees for the payment of its Significant Subsidiaries, in an aggregate principal amount money in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of 20.0 million; (g) certain defaults with respect to the IndentureGuarantees; and (h) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, the Guarantors and the Significant Subsidiaries. If any an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate the interest of the holders, except a Default or Event of Default relating to the Trustee.payment of principal of, premium on, if any, and interest and Additional Interest, if any, on, the Securities

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company, Brand Services or any Restricted Subsidiary to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bondsgrace period after final maturity) of other Indebtedness of the Company, debentures, notes or other evidences of indebtedness for money borrowed, Brand Services or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture12.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, Brand Services and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $12.0 million. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or Holdings to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) acceleration or failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity of other evidences Indebtedness of indebtedness for money borrowedthe Company, or any guarantee thereof, by Significant Subsidiary if the Company amount accelerated or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10.0 million and (vii) certain defaults with respect to Securities Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal or premium on any of the Securities when it becomes due and payable, whether at stated maturity, upon redemption, upon purchase, upon declaration of acceleration or otherwise; (c) failure by the Company for 90 days after notice to it to comply with any of its other agreements and covenants in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Restricted Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture15,000,000; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $15,000,000; and (g) certain defaults with respect to Security Guarantees of any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities at maturity, upon redemption, upon purchase, upon acceleration or otherwise, or failure by the Company for 90 days after notice Issuer to it redeem or purchase Securities when required; (c) failure by the Issuer to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, the Issuer or any guarantee thereof, by Restricted Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture25.0 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $ 25.0 million; and (g) certain defaults with respect to Security Guarantees of the Issuer or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal on the Securities when due, whether at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration of acceleration or otherwise; (c) failure by the Company for 90 days after notice to it Issuer or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any grace period after final maturity) of other Indebtedness of the Issuer if the amount accelerated (or so unpaid) exceeds $30 million; (e) certain events of bankruptcy, insolvency or reorganization of the Issuer or a Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, 30 million; (g) certain defaults with respect to Subsidiary Guarantees; and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 (h) the failure of the Indenture; and certain events of bankruptcy Issuer to pay or insolvencycause to be paid the Special Mandatory Redemption Price on the Special Mandatory Redemption Date, if any. If any an Event of Default occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 2530.0% in aggregate principal amount of the Securities then outstanding by notice to the Issuer and the Trustee, may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which shall result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of Principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; any (iv) certain accelerations of other indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any Restricted Subsidiary if the amount accelerated exceeds $25,000,000, subject to notice and lapse of its Significant Subsidiariestime; provided, in an aggregate principal amount however, that if any such default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) a failure to pay, bond or otherwise discharge, within 60 days, any final non-appealable judgment, decree or order of any court or regulatory or administrative agency for the payment of money in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, 25,000,000 and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and (vi) certain events of bankruptcy or insolvencyinsolvency involving the Company or any Restricted Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 Principal or interest) if it in good faith determines that withholding notice is in not opposed to their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Notes; (ii) default in payment of principal, or premium, if any, on the Notes when due at its maturity, upon optional redemption or otherwise; (iii) failure by the Company for 90 days after notice to it Issuer or any Guarantor to comply with any of its other agreements agreement in the Indenture or the SecuritiesNotes, subject to notice and lapse of time; (iv) failure to make any indebtedness under payment at maturity, including any bonds, debentures, notes or other evidences of indebtedness for money borrowedapplicable grace period, or any guarantee thereof, by upon acceleration in respect of Indebtedness of the Company Issuer or any of its Significant Subsidiaries, Guarantor in an aggregate principal amount in excess of $50 million is not 75,000,000, subject to certain conditions; (v) failure to pay or cause to be paid when due either at its stated maturity or upon acceleration thereofthe Special Mandatory Redemption Price on the Special Mandatory Redemption Date, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indentureif required; and (vi) certain events of bankruptcy or insolvencyinsolvency involving the Issuer; and (vii) the Guarantee of any Guarantor ceases to be in full force and effect or is declared null and void by any responsible officer of such Guarantor, other than any such cessation, denial or disaffirmation in connection with the termination of such Guarantee pursuant to the provisions of the Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency involving the Issuer are Events of Default which shall result in the IndentureNotes being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it in good faith determines that withholding notice is in not opposed to their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.

Defaults and Remedies. An Event of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in If an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency. If any Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare the principal of, and accrued but unpaid interest on, all the Securities to be due and payable, subject . If an Event of Default relating to certain limitations contained in events of bankruptcy, insolvency or reorganization of the Indenture. Holders may not enforce Company occurs, the Indenture or principal of, and interest on, all the Securities except as provided in shall become iminediately due and payable without any declaration or other act on the Indenturepart of the Trustee or any Holders. The Trustee may require indemnity satisfactory to it before it enforces Under certain circumstances, the Indenture or the Securities. Subject to certain limitations, Holders of a majority in principal amount of the outstanding Securities then may rescind any such acceleration with respect to the Securities and the consequences of any such acceleration. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it in its reasonable discretion against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding may direct Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it in its exercise reasonable discretion Exh. A-10 against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Securities are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or powerpower conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee may withhold from Holders notice determines is unduly prejudicial to the rights of any continuing Default other Holder or Event of Default (except a Default that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteenot taking such action.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities; (b) default in payment of principal or premium on the Securities at maturity, upon redemption, upon purchase, upon acceleration or otherwise; (c) failure by the Company for 90 days after notice to it Issuer to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (d) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, the Issuer or any guarantee thereof, by Restricted Subsidiary if the Company amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture40.0 million; and (e) certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer or any Significant Subsidiary; (f) certain judgments or decrees for the payment of money in excess of $40.0 million; and (g) certain defaults with respect to Security Guarantees of the Issuer or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default that will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities, whether or not prohibited by the subordination provisions of the Indenture; (b) default in payment of principal on the Securities, (c) failure by the Company for 90 days after notice to it or any Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, (c) failure by the Company to comply with a covenant providing for certain limitations on mergers, consolidations or sales of assets; (d) failure by the Company, subject to certain notice, to comply with the covenants providing for repurchase at the option of holders upon a Change of Control and upon certain asset sales, limitations on Restricted Payments or limitations on incurrence of certain indebtedness; (e) certain accelerations (including failure to pay within any grace period after final maturity) of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 other Indebtedness of the IndentureCompany if the amount accelerated (or so unpaid) exceeds $20.0 million; and (f) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Company’s Significant Subsidiaries; (g) certain judgments or decrees for the payment of money in excess of $20.0 million; and (h) certain defaults with respect to Subsidiary Guarantees. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (a) default for 30 days in payment of interestinterest on the Securities, whether or not prohibited by the subordination provisions of the Indenture; (b) default in payment of principal or premium, if any on the Securities, whether or not prohibited by the subordination provisions of the Indenture; (c) failure by the Company for 90 days after notice to it to comply with a covenant providing for certain limitations on mergers, consolidations or sales of assets; (d) failure by the Company, subject to certain notice, to comply with the covenants providing for repurchases at the option of holders upon a Change of Control and upon certain asset sales, limitations on Restricted Payments or limitations on incurrence of certain indebtedness; (e) failure by the Company or any of its Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (f) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture20.0 million; and (g) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Company’s Significant Subsidiaries; (h) certain judgments or decrees for the payment of money in excess of $20.0 million; and (i) certain defaults with respect to Subsidiary Guarantees. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate not opposed to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company or Holdings to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) acceleration or failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated or so unpaid exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company, the Subsidiary Guarantors and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10.0 million and (vii) certain defaults with respect to Securities Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Subsidiary if the amount in excess of accelerated (or so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture10.0 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $10.0 million; and (vii) certain events or defaults with respect to the Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Events of Default includes the occurrence of any or the followinginclude: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interestinterest on, or Liquidated Damages, if any, with respect to, the Senior Notes; default in payment when due of principal or premium, if any, with respect to the Senior Notes; failure by the Company for 90 45 days after notice to it to comply with any of its other agreements in or covenants in, or provisions of, the Indenture or the SecuritiesSenior Notes; any indebtedness certain defaults under any bonds, debentures, notes or other evidences of indebtedness for money borrowedand acceleration prior to maturity of, or any guarantee thereoffailure to pay at maturity, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenturecertain other Indebtedness; certain final judgments that remain undischarged; and certain events of bankruptcy or insolvencyinsolvency involving the Company or any Restricted Subsidiary that is a Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding Senior Notes may declare all the Securities Senior Notes to be immediately due and payablepayable in an amount equal to the principal of, subject premium, if any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to certain limitations contained such Senior Notes; provided, however, that in the Indenture. Holders may not enforce case of an Event of Default arising from certain events of bankruptcy or insolvency, the Indenture principal of, premium, if any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to the Senior Notes becomes due and payable immediately without further action or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securitiesnotice. Subject to certain limitationsexceptions, Holders of a majority in principal amount of the Securities then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power, provided that the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of Holders unless such Holders have offered to the Trustee security and indemnity satisfactory to it. Holders may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may withhold with- hold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default in payment of principal or interestDefault) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event of Default includes is default in the payment by the Company or any Guarantor of accrued and unpaid cash interest (including Additional Interest and any additional cash interest payable after any election by the Company to restate the principal amount of the Securities and pay additional cash interest on the Securities following the occurrence of a Tax Event) on the Securities continued for 30 days, default by the Company or any Guarantor, as the case may be, in payment of principal (or, if the Company has elected to restate the principal amount of the Securities and pay additional cash interest on the Securities following the occurrence of a Tax Event, the Restated Principal Amount) of the Securities or in the following: payment of any amount due on a Guarantee when due and payable, default in payment of the principal Redemption Price to be paid upon a redemption at the option of the Company pursuant to Section 5 of this Security or any premium on the Securities; default for 30 days in payment Purchase Price or Change of interestControl Purchase Price to be paid upon a redemption at the option of the Holder pursuant to Section 6 of this Security; failure by the Company or any Guarantor for 90 days after certain notice to it to comply with any of its other agreements in the Indenture or Indenture; default in the Securities; any indebtedness under any bonds, debentures, notes or other evidences payment of indebtedness for money borrowed, or any guarantee thereof, by Indebtedness of the Company or any Guarantor if such payment exceeds $50,000,000 and such default results in acceleration of its Significant Subsidiaries, in an aggregate principal amount such indebtedness; acceleration of payments with respect to Indebtedness of the Company or any Guarantor in excess of $50 million is not paid when due either at its stated maturity 50,000,000; any Guarantee shall be held to be unenforceable or upon acceleration thereof, invalid or shall cease to be in full force and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indentureeffect; and certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Guarantor. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding may declare all an amount equal to the Accreted Value of the Securities (or, if the Company has elected to restate the principal amount of the Securities and pay additional cash interest on the Securities following the occurrence of a Tax Event, the Restated Principal Amount) plus accrued and unpaid cash interest in respect of the Securities to be immediately due and payable, subject to certain limitations contained . Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being immediately due and payable upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default default (except a Default or Event of Default default in payment of principal (or, if the Company has elected to restate the principal amount of the Securities and pay additional cash interest following the occurrence of a Tax Event, the Restated Principal Amount) or accrued and unpaid interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon acceleration or otherwise, or failure by the Company for 90 days after notice to it redeem or purchase Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company if the amount accelerated (or any of its Significant Subsidiaries, in an aggregate principal amount in excess of so unpaid) exceeds $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture5 million; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $5 million; and (vii) certain events with respect to the guarantees of the Company's obligations under the Securities by the Subsidiary Guarantors. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities then outstanding may declare all the Securities to be due and payablepayable immediately or, subject in certain circumstances, after giving notice to certain limitations contained the Representative under the Credit Agreement. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest of the Holders.

Defaults and Remedies. An Event Under the Indenture, Events of Default includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; include (i) default for 30 days in payment of interestinterest on the Securities; (ii) default in payment of principal on the Securities at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations (including failure to pay within any indebtedness under any bonds, debentures, notes or grace period after final maturity) of other evidences Indebtedness of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal Restricted Subsidiaries if the amount in excess of accelerated (or so unpaid) exceeds $50 10.0 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, acceleration or such acceleration failure to pay is not rescinded or annulled cured within a period of 30 days after notice as provided in Section 6.01 of the Indenture10 day period; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Significant Subsidiary; and (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $10.0 million against the Company or any Significant Subsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Securities then outstanding may declare all the Securities to be due and payable, subject to certain limitations contained payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the IndentureSecurities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory refuse to it before it enforces enforce the Indenture or the SecuritiesSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount EA-7 114 at maturity of the Securities then outstanding may direct the Trustee in its exercise of any trust or power. 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 interests. The Company must furnish an annual compliance certificate to the Trusteeinterest.