Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Parent Company or any of its Restricted Subsidiaries to comply with Sections 4.06 and 5.01 of the Indenture; (iv) failure by the Parent Company or any of its Restricted Subsidiaries to comply with any other agreements in the Indenture or the Notes for 30 60 days after specified notice from to the Parent Company by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 35.0 million or more; (vvi) the failure by the Parent Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)35.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (vii) except as permitted by the Indenture, any Note Guarantee of a Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (viviii) certain events of bankruptcy or insolvency with respect to the Parent Company or any Restricted Subsidiary that is a Significant Subsidiary, or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and (ix) with respect to any Collateral having a fair market value in excess of $10.0 million, individually or in the aggregate, (a) any default or breach by the Company or any Guarantor in the performance of its Significant Restricted Subsidiariesobligations under the Security Documents or the Indenture which adversely affects in any material respect the condition or value of the Collateral or the enforceability, validity, perfection or priority of the Notes Priority Liens, taken as a whole, and continuance of such default or breach for a period of 60 days after written notice thereof by the Trustee or the Holders of 25% in principal amount of the outstanding notes, or (b) any security interest created under the Security Documents or under the Indenture is declared invalid or unenforceable by a court of competent jurisdiction or (y) the Company or any Guarantor asserts, in any pleading in any court of competent jurisdiction, that any security interest in any Collateral is invalid or unenforceable. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Parent Company, Company, any Restricted Subsidiary constituting a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. If an Event of Default occurs by reason of willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, then, upon acceleration of the Notes, an equivalent premium shall also become and be immediately due and payable, to the extent permitted by law, anything in the Indenture or herein to the contrary notwithstanding. 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 Parent Company is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default includeinclude in summary form: (i) default for 30 days in the any payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indentureany Note when due; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether ; (iii) failure by an Issuer or nor prohibited by Article 10 any Guarantor to comply with its obligations under Section 5.01 of the Indenture; , (iiiiv) failure by the Company or any of its Restricted Subsidiaries to comply for 30 days after specified notice from with Sections 4.06 or 4.07 of the Indenture; (v) failure by an Issuer or any Guarantor to comply with any of its other agreements in the Indenture for 60 days after notice to the Issuers or a Guarantor by the Trustee or to the Issuers or a Guarantor and Trustee by Holders of at least 25% of the outstanding in aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company ARP or any Restricted Subsidiary of its Restricted Subsidiaries ARP (or the payment of which is guaranteed by the Company ARP or any Restricted Subsidiary of its Restricted Subsidiaries) ARP), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 10.0 million or more; (vvii) the failure by the Company ARP, an Issuer or any a Significant Subsidiary or group of its Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary to pay final judgments by courts of competent jurisdiction aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (viii) except as permitted by the Indenture, any Guarantee of ARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of ARP, a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary shall deny or disaffirm its obligations under its Guarantee; and (viix) certain events of bankruptcy or insolvency with respect to ARP, an Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant Restricted SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may shall declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to an Issuer, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in their interestthe interests of the Holders of the Notes. 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 (including Additional Interest, if any) on, or the principal ofor premium, if any, of the Notes. The Company is required to Issuers shall deliver to the Trustee annually Trustee, within 120 days after the end of each fiscal year, a statement regarding compli- ance with certificate indicating whether the Indenture, and the Company is required upon becoming aware signers thereof know of any Default or Event of Default, to that occurred during the previous year. The Issuers shall also deliver to the Trustee Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute a statement specifying such Default Default, their status and what action the Issuers are taking or Event of Defaultproposing to take in respect thereof.

Defaults and Remedies. Events The Indenture provides that an Event of Default include: with respect to the Notes occurs when any of the following occurs: (ia) default for 30 days the Issuer defaults in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or and premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with when it becomes due and payable at Maturity, upon redemption or otherwise; (b) the Issuer defaults in the payment of interest (including Additional Tax Amounts, if any) on any of the Notes when it becomes due and payable and such default continues for a period of 30 days; (c) the Guarantor fails to perform under the Guarantee relating to such series; (d) either the Issuer or the Guarantor fails to perform or observe any other agreements term, covenant or agreement contained in the Indenture Notes or the Notes; (iv) Indenture and the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed continues for a period of 60 consecutive days after written notice of such judgments become final and non-appealable; and (vi) certain events of bankruptcy failure, requiring the Issuer or insolvency with respect the Guarantor, respectively, to remedy the same, shall have been given to the Company Issuer or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuingthe Guarantor, respectively, by the Trustee or to the Issuer or the Guarantor, respectively, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all Outstanding Notes; (e) except as otherwise permitted by the Notes Indenture, the Guarantee is held in any final, nonappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of the Guarantor, shall deny or disaffirm its obligations under the Guarantee; (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due and payable. Notwithstanding in respect of any Indebtedness for borrowed money, the foregoingaggregate outstanding principal amount of which is an amount in excess of $100,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $100,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled, in the case of an Event either (i) or (ii) above, for a period of Default arising from certain events of bankruptcy 30 days after written notice to the Issuer by the Trustee or insolvency, all outstanding Notes will become due to the Issuer and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Trustee by Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority at least 25% in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf Outstanding Notes; or (g) there are certain events of bankruptcy, insolvency or reorganization of the Holders of all of the Notes waive any existing Default Issuer or Guarantor. If an Event of Default shall occur and its consequences under be continuing, the Indenture except a continuing Default or Event principal of Default all the Notes may be declared due and payable in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance manner and with the effect provided in the Supplemental 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. Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenturedays; (ii) the default in payment when due of failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or premium, if any, an Asset Sale Offer on the Notes, whether or nor prohibited by Article 10 of date specified for such payment in the Indentureapplicable offer to purchase); (iii) failure by a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 60 days after the Company or any of its Restricted Subsidiaries for 30 days after specified receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to comply with any Section 5.01 of the other agreements in the Indenture or the NotesIndenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness Stated Maturity (giving effect to any applicable grace periods and any extension extensions thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final Stated Maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at final maturity or the maturity of which has been so accelerated, aggregates greater of (A) $20.0 100.0 million and (B) 1.0% of the Company’s Total Assets or moremore at any time; (v) failure one or more judgments in an aggregate amount in excess of the greater of (A) $100 million and (B) 1.0% of the Company’s Total Assets (to the extent not covered by independent third party insurance as to which the insurer does not dispute coverage) shall have been rendered against the Company or any of its Restricted Subsidiaries to pay final and such judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+remain undischarged, as to which the insurer has acknowledged liability), which judgments are not paid, discharged unpaid or stayed unstayed for a period of 60 consecutive days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (vii) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of its Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Restricted SubsidiariesSubsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or noticeimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company is required 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. (a) Events of Default under the Indenture include: (i) the failure to pay interest the Notes, when the same becomes due and payable if such default continues for a period of 30 days in the payment when due of interestdays, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the failure to pay principal of any Notes when such principal becomes due and payable, at maturity, upon redemption or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indentureotherwise; (iii) failure by the Company or any Restricted Subsidiary to comply with Sections 4.10 or 4.14 of its the Indenture; (iv) failure by the Company or any Restricted Subsidiaries Subsidiary for 30 60 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the its other agreements in the Indenture or the Notesthis Note; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) which default results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 15.0 million or more; (vvi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments not subject to appeal aggregating in excess of $20.0 15.0 million (excluding amounts covered net of applicable insurance coverage which is acknowledged in writing by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilityinsurer), which judgments are not paid, vacated, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (vivii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant the Company's Restricted Subsidiaries. . (b) If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Except as provided in the Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to shall deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company is required Company, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of Default include: the following is an “Event of Default” under the Indenture: (i1) default in any payment of interest on any Note issued under the Indenture when due and payable, continued for 30 days days; (2) default in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal amount of or premium, if any, on any Note issued under the NotesIndenture when due at its Stated Maturity, whether upon optional redemption, upon required repurchase, upon declaration or nor prohibited by Article 10 of the Indenture; otherwise; (iii3) failure by the Company or any of its Restricted Subsidiaries Subsidiary to comply for 30 days after specified notice from by the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes to comply with any of its obligations under Article 4 or Article 5 of the Indenture (in each case, other than a failure to purchase Notes, which will constitute an Event of Default under Section 6.01(a)(2) of the Indenture; (4) failure by the Company, any Restricted Subsidiary or any other grantor of a Lien over the Notes Collateral to comply for 60 days after notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes with its other agreements contained in the Indenture Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Notes; Notes Security Documents; (iv5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesSubsidiary) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that which default: : (A) is caused by a the failure to pay principal at the final stated maturity of such Indebtedness at the Stated Maturity thereof (after giving effect to any applicable grace periods and any extension thereofprovided in such Indebtedness) (a "Payment Default"“payment default”); or or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $20.0 25 million or more; (6) (i) the Company or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: (A) commences proceedings to be adjudicated bankrupt or insolvent; (vB) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; (C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (E) generally is not paying its debts as they become due; (7) failure by the Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million (excluding 25 million, exclusive of any amounts covered by an enforceable that a solvent insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer company has acknowledged liability)liability for, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final the judgment becomes final; (8) any security interest under the Notes Security Documents shall, at any time, cease to be in full force and non-appealable; effect (other than in accordance with the terms of the relevant Notes Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and (vithe Indenture) certain events of bankruptcy or insolvency with respect to Notes Collateral having a fair market value in excess of $10 million for any reason other than the satisfaction in full of all obligations under the Indenture or the release of any such security interest in accordance with the terms of the Indenture, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Notes Security Documents or any such security interest created thereunder shall be declared invalid or unenforceable and the Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; and (9) any Note Guarantee by the Company or a Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee or the Indenture) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its Significant Restricted Subsidiariesobligations under its Note Guarantee and any such Default continues for 10 days after the notice specified in the Indenture. The foregoing shall constitute Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court of any order, rule or regulation of any administrative or governmental body. A default under clauses (3), (4), (5), (7), (8) or (9) of this first paragraph of this section will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Notes under this Indenture notify the Company of the default and, with respect to clauses (3), (4), (5), (7), (8) and (9) of this first paragraph of this section the Company does not cure such default within the time specified in clauses (3), (4), (5), (7), (8) or (9) of this first paragraph of this section, as applicable, after receipt of such notice. If an Event of Default described in Section 6.01(a)(6) of the Indenture occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the then outstanding Notes, the Trustee shall, declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerimmediately. The Trustee may withhold from Holders of the Notes shall not be deemed to have notice of any continuing Default or Event of Default (except other than a Default or payment default) unless a written notice of any event which is in fact such a default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default relating to under Section 6.01(a)(5) of the payment Indenture has occurred and is continuing, the declaration of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount acceleration of the Notes then outstanding by notice shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to the Trustee may on behalf Section 6.01(a)(5) of the Holders Indenture shall be remedied or cured, or waived by the holders of all the relevant Indebtedness, or the relevant Indebtedness that gave rise to such Event of Default shall have been discharged in full, within 30 days after the declaration of acceleration with respect thereto and if (i) the annulment of the acceleration of the Notes waive would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all 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 is required to deliver to the Trustee annually a statement regarding compli- ance with the Indenture, and the Company is required upon becoming aware of any Default or Event Events of Default, to deliver to except nonpayment of principal, premium or interest on the Trustee a statement specifying such Default Notes that became due solely because of the acceleration of the Notes, have been cured or Event of Defaultwaived.

Defaults and Remedies. (a) The following events constitute “Events of Default includeDefault” under the Indenture: An “Event of Default” occurs if or upon: (i1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due; (2) default in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal amount of or premium, if any, on any Note issued under the NotesIndenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), whether if that default or nor prohibited failure continues for a period of two days; (3) failure to comply for 90 days after written notice by Article 10 the Trustee on behalf of the Indenture; (iii) failure Holders or by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 2530% of the outstanding in aggregate principal amount of the outstanding Notes to comply with any of the other agreements in Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Notes; Indenture); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries NXP Funding or a Significant Subsidiary (or the payment of which is guaranteed Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of its Restricted Subsidiaries) the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that which default: : (A) is caused by a failure to pay principal at the final stated maturity Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default")Indebtedness; or or (B) results in the acceleration of such Indebtedness prior to its express maturity, maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains undischarged after such 30 day period, aggregates $20.0 to €200.0 million or more; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (v60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding; (6) failure by the Company or any of its Restricted Subsidiaries the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 €200.0 million (excluding exclusive of any amounts covered by an enforceable that a solvent insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer company has acknowledged liabilityliability for), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become the judgment becomes final and non-appealable; and (7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture. (vib) certain events A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice. (c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all outstanding the Notes of a series of Notes will become and be immediately due and payable without further action any declaration or notice. Holders may not enforce other act on the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount part of the then outstanding Notes may direct the Trustee in its exercise of or 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 relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 DefaultHolders.

Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (iib) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited ; (c) failure by the Company to comply with Sections 4.7 through 4.12 and Article 10 V of the Indenture; (iiid) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the covenant, representation or warranty or other agreements in the Indenture or the Notes; (ive) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: which default (Ai) is caused by a failure to pay principal at the final stated maturity of or premium or interest on such Indebtedness (giving effect prior to the expiration of any applicable grace periods and any extension thereof) period provided in such Indebtedness (a "Payment Default"); , or (Bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 10.0 million or more; (vf) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after days; (g) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such judgments become final case, such Guarantor and non-appealableits Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; (i) the Subsidiary Guarantees provided by the Guarantors that would constitute a Significant Subsidiary cease to be in full force and effect of such Guarantors deny or disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Security Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the Collateral or (B) the Security Agreement shall be terminated or cease to be in full force and effect if, in either case, such default continues for 30 days after notice or the enforceability thereof shall be contested by the Company or any Guarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Under the Indenture, Events of Default include: include (each of which are more specially described in the Indenture) (i) default in payment of interest or additional interest when due on the Securities, and such default continues for 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenturedays; (ii) the default in payment when due of the principal of or premium, if any, on the NotesSecurities at Stated Maturity , whether upon required repurchase or nor prohibited by Article 10 upon optional redemption pursuant to paragraph 5 of the IndentureSecurities, upon declaration or otherwise; (iii) the failure by the Company to make or consummate a Change of Control Offer or an Asset Sale Offer or to comply with the provisions described under Section 3.2, 3.3 or 4.1; (iv) failure by the Company or any of its a Restricted Subsidiaries Subsidiary for 30 60 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding in principal amount of the Notes Securities then outstanding to comply with any of the its other agreements in the this Indenture or the NotesSecurities or of any Subsidiary Guarantor to perform any of its other covenants under its Subsidiary Guarantee; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesSubsidiary) whether such Indebtedness or guarantee now exists, or is created after the date of the this Indenture, if that default: which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "Payment Default"); ) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 5.0 million or more; (vvi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)5.0 million, which judgments are not paid, discharged discharged, bonded or stayed for a period of 60 consecutive days after days; (vii) any Subsidiary Guarantee of a Significant Subsidiary (or group of Subsidiaries that, taken together, constitutes a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor that is a Significant Subsidiary (or group of Subsidiary Guarantors that, taken together, constitutes a Significant Subsidiary), or any Person acting on behalf of any such judgments become final and non-appealableSubsidiary Guarantor or Subsidiary Guarantors, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viviii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to 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 or any of and its Significant Restricted Subsidiaries), would constitute a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law. If any an Event of Default (other than an Event of Default described in (viii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in (viii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding Notes the Securities will become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default include: (i) default for 30 days in the payment when due of interest, on interest or Additional Interest with respect to, on the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company Issuer to comply with Sections 4.07 or 5.01 of the Indenture; (iv) failure by the Issuer or any of its Restricted Subsidiaries Guarantor for 30 60 consecutive days after specified written notice from to the Issuer by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements agreement in the Indenture or the NotesIndenture; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any certain other agreements relating to Indebtedness for money borrowed by of the Company Issuer or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company Issuer or any of its Restricted Subsidiariesa Guarantor) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: which default (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); Default or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 50.0 million or more; (vvi) failure by the Company Issuer or any of its Restricted Subsidiaries Guarantor to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (vivii) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its Subsidiaries that are Significant Restricted SubsidiariesSubsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor 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 principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer or any Subsidiary that is a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 or Additional Interest on, or premium on, or the principal of, the Notes. The Company Issuer is required to deliver to the Trustee annually a written statement regarding compli- ance compliance with the Indenture, and the Company Issuer is required upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. (a) The following events constitute “Events of Default includeDefault” under the Indenture: An “Event of Default” occurs if or upon: (i1) default in any payment of interest or Additional Amounts, if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event after such notice has become due; (2) default in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal amount of or premium, if any, on any Note issued under the NotesIndenture when due at its Stated Maturity or upon optional redemption or otherwise (including the failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), whether if that default or nor prohibited failure continues for a period of two days; (3) failure to comply for 90 days after written notice by Article 10 the Trustee on behalf of the Indenture; (iii) failure Holders or by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 2530% of the outstanding in aggregate principal amount of the outstanding Notes to comply with any of the other agreements in Issuers’ or the Parent’s obligations under Article 4 or 5 of the Indenture (in each case, other than an Event of Default under Section 6.01(a)(1) or 6.01(a)(2) of the Notes; Indenture); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries NXP Funding or a Significant Subsidiary (or the payment of which is guaranteed Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to any of its Restricted Subsidiaries) the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that which default: : (A) is caused by a failure to pay principal at the final stated maturity Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default")Indebtedness; or or (B) results in the acceleration of such Indebtedness prior to its express maturity, maturity not rescinded or cured within 30 days after such acceleration; and, in each case, the aggregate principal amount of any such Indebtedness, together with the aggregate principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so acceleratedaccelerated and remains undischarged after such 30 day period, aggregates $20.0 to €200.0 million or more; (5) any of the Parent (to the extent a guarantor under any series of Notes), the Company, NXP Funding or a Significant Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator, administrator, administrative receiver or similar office with respect to an event of bankruptcy, insolvency or court protection is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for sixty (v60) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property or assets is instituted without the consent of such Person and continues undismissed or unstayed for (60) calendar days, or an order for relief is entered in any such proceeding; (6) failure by the Company or any of its Restricted Subsidiaries the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 €200.0 million (excluding exclusive of any amounts covered by an enforceable that a solvent insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer company has acknowledged liabilityliability for), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become the judgment becomes final and non-appealable; and (7) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture or the Parent denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture. (vib) certain events A default under Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Indenture will not constitute an Event of Default until the Trustee or the Holders of 30% in aggregate principal amount of the outstanding Notes under the Indenture notify the Issuers and Trustee (as applicable) of the default and the Issuers do not cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4) or 6.01(a)(6) of the Indenture, as applicable, after receipt of such notice. (c) If an Event of Default (other than an Event of Default described in Section 6.01(a)(5) of the Indenture) occurs and is continuing, the Trustee by notice to any Issuer or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may of the applicable series of Notes under the Indenture by written notice to any Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes of such series under the Indenture to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all outstanding the Notes of a series of Notes will become and be immediately due and payable without further action any declaration or notice. Holders may not enforce other act on the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount part of the then outstanding Notes may direct the Trustee in its exercise of or 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 relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 DefaultHolders.

Defaults and Remedies. Events (a) The following events shall be a “Default” of Default include: Tenant under this Lease: (i) Failure of Tenant to make any payment of Minimum Rent or Additional Rent when due, where such failure shall continue for a period of ten (10) days after receipt of written notice thereof by Landlord to Tenant; provided, however, that Tenant shall not be entitled to notice and an opportunity to cure upon the second (2nd) such default in any lease year or upon the fifth (5th) such default during the Term of this Lease; (ii) Failure of Tenant to perform or comply with any provision of this Lease to be performed or complied with by Tenant (other than failure to pay Minimum Rent or Additional Rent pursuant to paragraph 26(a)(i) above), where such failure shall continue for 30 a period of fifteen (15) days after receipt of written notice setting forth with particularity the nature of the breach and required code thereof by Landlord to Tenant; (iii) If any execution, levy, attachment or other process of law shall occur upon Tenant’s goods, fixtures or interests in the payment when due of interest, on Demised Premises which is not cured or Additional Interest with respect to, the Notes whether or not prohibited removed by Article 10 Tenant within 15 days thereof; (iv) If Tenant fails to take possession of the IndentureDemised Premises within a reasonable period after the Lease Commencement Date, or if Tenant substantially vacates or abandons the Demised Premises prior to the normal expiration of the Term; (v) The involvement of Tenant, or any guarantor of Tenant’s obligation hereunder, in financial difficulties as evidence by (A) its admitting in writing its inability to pay its debts generally as they become due, or (B) its filing a petition in bankruptcy or for reorganization or for the adoption of an arrangement under the Bankruptcy Act (as now or hereafter existing), or an answer or other pleading admitting the material allegations of such a petition or seeking, consenting to or acquiescing in the relief provided for under the Bankruptcy Act, or (C) its making an assignment of all or a substantial part of its property for the benefit of its creditors or (D) its seeking or consenting to or acquiescing in the appointment of a receiver or trustee for all or a substantial part of its property or of the Demised Premises, or (E) its being adjudicated a bankrupt or insolvent, or (F) the filing of a bankruptcy petition against Tenant or the entry of a court order without its consent, which order shall not be vacated, set aside or stayed within sixty (60) days from the date of filing or entry, or appointing a receiver or trustee for all or a substantial part of its property, or approving a petition filed against it for the effecting of an arrangement in bankruptcy or for a reorganization pursuant to the Bankruptcy Act, or for any other judicial modification or alteration of the rights of creditors. (b) The provisions of this paragraph shall apply notwithstanding the payment by Tenant of the security deposit and/or the continued willingness and ability of Tenant to pay Rent or otherwise perform hereunder. The receipt by Landlord of payments of Rent accruing subsequent to the time of Tenant’s default under this paragraph, shall not be deemed a waiver by Landlord of Landlord’s rights hereunder. (c) Upon the occurrence of a Default, Landlord shall have the right, at its election, then or at any time thereafter either: (i) To give Tenant written notice of Landlord’s intention to terminate this Lease as of the date specified in said notice, and on such date Tenant’s right to possession of the Demised Premises shall cease and this Lease shall be terminated; or (ii) Without demand or notice, to re-enter and take possession of all or any part of the Demised Premises and expel Tenant and those claiming through Tenant, and remove the property of Tenant and any other person, either by summary proceedings or by action at law or in equity or otherwise, without being deemed guilty of trespass and without prejudice to any remedies for nonpayment or late payment of Rent or breach of covenant. If Landlord elects to re-enter under this provision, Landlord may, with or without terminating this Lease, re-let all or any part of the Demised Premises (as agent for Tenant if Landlord elects not to terminate this Lease) upon such terms and conditions as Landlord may deem advisable, with the right to make alterations and repairs to the Demised Premises. No such re-entry or taking of possession of the Demised Premises by Landlord shall be construed as an election on Landlord’s part to terminate this Lease unless a written notice of termination is given to Tenant by Landlord or unless the termination be decreed by a court of competent jurisdiction at the instance of Landlord. (d) If Landlord terminates this Lease pursuant to the preceding paragraph, Tenant shall remain liable (in addition to all accrued liabilities) for (i) Minimum Rent and Additional Rent until the date this Lease would have expired had such termination not occurred, and any and all expenses (including attorney’s fees, disbursements and brokerage fees) incurred by Landlord in re-entering and repossessing the Demised Premises in making good any Default of Tenant, in painting, altering, repairing or dividing the Demised Premises, in protecting and preserving the Demised Premises by use of watchmen and caretakers, and in re-letting the Demised Premises, and any and all expenses which Landlord may incur during the occupancy of any new tenant; less (ii) the default net proceeds of any re-letting prior to the date this Lease would have expired if it had not been terminated. Tenant agrees to pay to Landlord the difference between items (i) and (ii) above for each month during the Term, at the end of each such month. Any suit brought by Landlord to enforce collection of such difference for any one month shall not prejudice Landlord’s right to enforce the collection of any difference for any subsequent month. In addition to the foregoing, and without regard to whether this Lease has been terminated, Tenant shall pay to Landlord all costs incurred by Landlord, including reasonable attorney’s fees, with respect to any lawsuit or action instituted or taken by Landlord to enforce the provisions of this Lease. Tenant’s liability shall survive the institution of summary proceedings and the issuance of any writ of restitution thereunder. (e) If Landlord terminates this Lease pursuant to this Section 27, Landlord shall have the right at any time, at Landlord’s option, to require Tenant to pay to Landlord the following amount, as liquidated and agreed final damages (which the parties hereto agree shall not be deemed a penalty) in payment when lieu of Tenant’s liability for Rent hereunder, which amount shall be due and payable upon delivering written notice thereof to Tenant: the sum of (i) all past-due Rent through the principal date on which this Lease was terminated by Landlord, plus (ii) the amount of or premiumLeasing Costs (hereinafter defined) incurred by Landlord, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; plus (iii) failure the lesser of (a) the amount of Minimum Rent due for the remainder of the Term, or (b) the amount of Minimum Rent due for the two (2) year period immediately following the date on which this Lease was terminated by Landlord. Landlord and Tenant acknowledge that they have agreed to the Company foregoing amount as liquidated damages because of the difficulty of ascertaining in advance the amount of damages Landlord is likely to incur as a result of Tenant’s Default and Landlord’s subsequent termination of this Lease. For purposes hereof, the term “Leasing Costs” shall refer to the sum of (i) all real estate brokerage commissions incurred by Landlord in connection with the Lease, (ii) all costs and expenses incurred by Landlord in connection with the construction and/or installation of any leasehold improvements, (iii) any rental abatements, (iv) any allowances granted to Tenant, and (v) any other costs and expenses incurred by Landlord in connection with the Lease. In addition to any other damages for which Tenant shall be liable hereunder, Tenant shall be liable for all attorneys’ fees and court costs incurred by Landlord as a result of Tenant’s Default. (f) Tenant, on its own behalf and on behalf of all persons claiming through Tenant, including all creditors, does hereby waive any and all rights and privileges, so far as is permitted by law, which Tenant and all such persons might otherwise have under any present or future law (i) to the service of any notice of intention to re-enter which may otherwise be required to be given, (ii) to redeem the Demised Premises, (iii) to re-enter or repossess the Demised Premises, or (iv) to restore the operation of this Lease, with respect to any dispossession of Tenant by judgment or warrant of any court, or otherwise, whether such dispossession, re-entry, expiration or termination be by operation of law or pursuant to the provisions of this Lease. In the event Landlord commences any proceeding for non-payment of Rent, Tenant shall not interpose any counterclaim of whatever nature or description in any such proceeding. This shall not, however, be construed as a waiver of Tenant’s right to assert such claim in any separate action(s) brought by Tenant. (g) In the event of any breach by Tenant, or any person or persons claiming through Tenant, of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the provisions contained in this Lease, Landlord shall be entitled to enjoin such breach and shall have the right to invoke any right or remedy allowed at equity as if the remedies under this Lease were not specified herein. (h) Landlord shall, to the extent permitted by law, have (in addition to all other agreements rights) a right of distress for Rent and a lien on all Tenant’s personal property as security for all Rent due under this Lease, and Tenant agrees not to remove such property from the Demised Premises without Landlord’s consent. (i) If Tenant defaults in the Indenture making of any payment or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration doing of any act herein required to be made or done by Tenant, then after ten (10) days notice from Landlord, Landlord may, but shall not be required to, make such Indebtedness prior to its express maturitypayment or do such act, and, in each caseif made or done by Landlord, the principal amount cost thereof (with interest thereon) shall be paid by Tenant to Landlord and shall constitute Additional Rent due and payable with the next monthly installment of Minimum Rent; but the making of such payment or the doing of such act by Landlord shall not operate to cure such Default or to stop Landlord from the pursuit of any such Indebtedness, together with the principal amount remedy to which Landlord would otherwise be entitled. (j) All rights and remedies of Landlord under this Lease shall be cumulative and shall not be exclusive of any other such Indebtedness under which there has been a Payment Default rights and remedies provided to Landlord now or the maturity of which has been so accelerated, aggregates $20.0 million hereafter at law or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 onequity, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultunder this Lease.

Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days by the Company and the Guarantor in the payment of interest on any Securities when due and payable and such default continues for a period of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture30 days; (ii2) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company and the Guarantor in the payment of the Principal Amount, Redemption Price, Additional Interest Payment or Fundamental Change Repurchase Price on any Security when it becomes due and payable; (3) default in the performance of its Restricted Subsidiaries any covenant, agreement or condition of the Company or the Guarantor under the Indenture, the Securities or the Collateral Documents (other than a default in (1) or (2) above) and such default continues for 30 a period of 60 days after specified there has been given written notice from of such failure (other than the Company’s obligations to timely file its annual and quarterly reports as set forth in the Indenture) to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate Principal Amount of the outstanding principal amount Outstanding Securities; (4) default in the Company’s obligation to convert the Securities into shares of its Common Stock upon exercise of a Holder’s conversion rights; (5) default by the Company or any Subsidiary in the payment of the Notes to comply with principal or interest on any of the loan agreement or other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued outstanding, or by which there may be secured or evidenced evidenced, any Indebtedness debt for borrowed money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million in the aggregate of the Company and any Subsidiary (excluding amounts covered other than indebtedness for borrowed money secured only by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as the real property to which the insurer has acknowledged liability), indebtedness relates and which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and is non-appealable; and (vi) certain events of bankruptcy or insolvency with respect recourse to the Company or any to such Subsidiary), resulting in such debt becoming or declared due and payable prior to its stated maturity, and such acceleration has not been rescinded or annulled within 30 days after written notice has been received by the Company or such Subsidiary from the Trustee or by the Trustee, the Company and such Subsidiary by Holders of at least 25% in Principal Amount of Outstanding Securities (and such default has not been remedied or cured by the Company within the applicable cure period); (6) failure by the Company to give the Fundamental Change Company Notice; (7) failure by the Company to file its Significant Restricted Subsidiariesannual or quarterly reports with the Commission in accordance with the Indenture or to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act (subject to the requirements in the Indenture to provide notice and the extension rights provided to the Company in the Indenture); and (8) certain events of bankruptcy, insolvency or reorganization of the Company or the Guarantor. If any an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company or the Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Notes Outstanding Securities may declare the Principal Amount plus accrued and unpaid interest on all the Notes Outstanding Securities to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencypayable immediately, all outstanding Notes will become due as and payable without further action or notice. Holders may not enforce to the Indenture or the Notes except as extent provided in the Indenture. Subject If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the Company or the Guarantor, the Principal Amount plus accrued and unpaid interest on all Outstanding Securities shall become due and payable immediately without any declaration or other Act on the part of the Trustee or any Holder. As provided in and subject to certain limitationsthe provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities, the Holders of not less than 25% in aggregate Principal Amount of the Outstanding Securities shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity satisfactory to it, the Trustee shall not have received from the Holders of a majority in principal amount Principal Amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except Outstanding Securities a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance direction inconsistent with the Indenturesuch request, and the Company is required upon becoming aware Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any Default payment of said principal hereof or Event interest hereon on or after the respective due dates expressed herein or for the enforcement of Defaultany conversion right. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company and the Guarantor, which is absolute and unconditional, to deliver to pay the Trustee a statement specifying such Default Principal Amount or Event Fundamental Change Repurchase Price of Defaultor interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

Defaults and Remedies. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interestinterest on, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premiumLiquidated Damages, if any, on with respect to the Notes, whether or nor prohibited by Article 10 Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the IndenturePrincipal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii3) failure by the Company OI Group or any of its Restricted Subsidiaries for 30 60 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or Indenture, the NotesNotes and the Guarantees of the Notes (with respect to any Guarantor); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "“Payment Default"”); or (Bb) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 100.0 million or more; (v5) failure by any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the Company aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are and such judgment shall not have been paid, discharged or stayed for a period of 60 consecutive days after days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such judgments become final entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and non-appealable(c), the order or decree remains unstayed and in effect for 60 days; and (vi9) certain events of bankruptcy or insolvency with respect to the Company failure by OI Group or any of its Significant Restricted SubsidiariesSubsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If any an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payablepayable immediately. Notwithstanding Upon such declaration the foregoing, in the case of an Event of Default arising from certain events of bankruptcy Principal (or insolvency, all outstanding Notes will become such lesser amount) and interest shall be due and payable without further action or noticeimmediately. Holders may not enforce the Indenture or At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or during an Event of Default (except a Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or Event powers under the Indenture at the request of Default relating any Holder of this Note, unless such Holder shall have offered to the payment Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of principal or interest) if it determines that withholding notice is in their interest. The the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding by notice have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available 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 onTrustee, or the principal of, the Notes. The Company is required with respect to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultthis Note.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of of, or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 30 180 days after specified notice from to comply with the Trustee or the Holders provisions of at least 25% Section 4.03 of the outstanding principal amount of Indenture; (v) failure by the Notes Company for 60 days after notice to comply with any of the its other agreements in the Indenture or the NotesIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: default (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 50.0 million (excluding amounts to the extent not covered by an enforceable insurance policy issued by an a reputable and creditworthy insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilitynot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viix) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of its Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Restricted SubsidiariesSubsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payablepayable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Notwithstanding the foregoingpreceding, in the case of if an Event of Default arising from certain events specified in clause (i) or (j) of bankruptcy Section 6.01 of the Indenture occurs with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or insolvencyany group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will shall become due and payable without further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest, premium or interestAdditional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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, or premium, interest or Additional Interest, if any, on, the Notes. The Company is Issuers are required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compli- ance compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Liquidated Damages with respect to, the Notes (whether or not prohibited by Article 10 the subordination provisions of the Indenture); (iib) the default in payment when due of the principal of or premium, if any, on the Notes, Notes (whether or nor not prohibited by Article 10 the subordination provisions of the Indenture); (iiic) failure by the Company to comply with the provisions described under Sections 4.07, 4.09, 4.10, or any of its Restricted Subsidiaries 4.15; (d) failure by the Company for 30 60 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the its other agreements in the Indenture or the Notes; (ive) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Subsidiary Guarantee now exists, or is created after the date of the Indenture, if that default: which default (Ai) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "Payment Default"); ) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 5.0 million or more; (vf) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)5.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (vig) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; (h) the Subsidiary Guarantee of any Guarantor is held in judicial proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms such Guarantor's obligations under its Subsidiary Guarantee (other than by reason of a release of such Guarantor from its Subsidiary Guarantee in accordance with the terms of the Indenture). If any Event of Default (other than an Event of Default specified in clause (g) above occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events specified in clause (g) of bankruptcy or insolvency, this Section all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indentureherein. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust tug 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 relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events Each of Default include: the following is an “Event of Default” under the Indenture: (i1) default in any payment of interest on any Note issued under the Indenture when due and payable, continued for 30 days days; (2) default in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal amount of or premium, if any, on any Note issued under the NotesIndenture when due at its Stated Maturity, whether upon optional redemption, upon required repurchase, upon declaration or nor prohibited by Article 10 of the Indenture; otherwise; (iii3) failure by the Company or any of its Restricted Subsidiaries Subsidiary to comply for 30 60 days after specified notice from by the Trustee or the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes with its other agreements under the Indenture; provided that in the case of failure to comply with any Section 4.10 of the other agreements Indenture, such period of continuance of such default or breach shall be 90 days after notice described in the Indenture or the Notes; this clause (iv3) is given; (4) [Reserved]; (5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesSubsidiary) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that which default: : (A) is caused by a the failure to pay principal at the final stated maturity of such Indebtedness at the Stated Maturity thereof (after giving effect to any applicable grace periods and any extension thereofprovided in such Indebtedness) (a "Payment Default"“payment default”); or or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $20.0 25 million or more; (6) the Company or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law: (A) commences proceedings to be adjudicated bankrupt or insolvent; (B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law; (C) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property; (D) makes a general assignment for the benefit of its creditors; or (vE) generally is not paying its debts as they become due; (7) failure by the Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 million (excluding 25 million, exclusive of any amounts covered by an enforceable that a solvent insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer company has acknowledged liability)liability for, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealablethe judgment becomes final; (8) [Reserved]; and and (vi9) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries[Reserved]. If any Event The foregoing shall constitute Events of Default occurs and is continuing, whatever the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of reason for 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 relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or such Event of Default and its consequences under the Indenture except a continuing Default whether it is voluntary or Event involuntary or is effected by operation of Default in the payment of interest onlaw or pursuant to any judgment, decree or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance with the Indenture, and the Company is required upon becoming aware order of any Default court of any order, rule or Event regulation of Default, to deliver to the Trustee a statement specifying such Default any administrative or Event of Defaultgovernmental body.

Defaults and Remedies. Events The Indenture provides that an Event of Default include: with respect to the Notes occurs when any of the following occurs: (ia) default for 30 days the Issuer defaults in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or and premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with when it becomes due and payable at Maturity, upon redemption or otherwise; (b) the Issuer defaults in the payment of interest (including Additional Tax Amounts, if any) on any of the Notes when it becomes due and payable and such default continues for a period of 30 days; (c) the Guarantor fails to perform under the Guarantee relating to such series; (d) either the Issuer or the Guarantor fails to perform or observe any other agreements term, covenant or agreement contained in the Indenture Notes or the Notes; (iv) Indenture and the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed continues for a period of 60 consecutive days after written notice of such judgments become final and non-appealable; and (vi) certain events of bankruptcy failure, requiring the Issuer or insolvency with respect the Guarantor, respectively, to remedy the same, shall have been given to the Company Issuer or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuingthe Guarantor, respectively, by the Trustee or to the Issuer or the Guarantor, respectively, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all Outstanding Notes; (e) except as otherwise permitted by the Notes Indenture, the Guarantee is held in any final, nonappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of the Guarantor, shall deny or disaffirm its obligations under the Guarantee; (f) (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due and payable. Notwithstanding in respect of any Indebtedness for borrowed money, the foregoingaggregate outstanding principal amount of which is an amount in excess of $100,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $100,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled, in the case of an Event either (i) or (ii) above, for a period of Default arising from certain events of bankruptcy 30 days after written notice to the Issuer by the Trustee or insolvency, all outstanding Notes will become due to the Issuer and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Trustee by Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority at least 25% in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf Outstanding Notes; or (g) there are certain events of bankruptcy, insolvency or reorganization of the Holders of all of the Notes waive any existing Default Issuer or Guarantor. If an Event of Default shall occur and its consequences under be continuing, the Indenture except a continuing Default or Event principal of Default all the Notes may be declared due and payable in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance manner and with the effect provided in the Supplemental 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. Events The Indenture provides that an Event of Default include: with respect to the Debentures occurs when any of the following occurs: (ia) default for 30 days the Issuer defaults in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of any of the Debentures when it becomes due and payable at Maturity, upon redemption or premiumexercise of a Repurchase Right or otherwise; (b) the Issuer defaults in the payment of interest (including Additional Tax Amounts, if any, ) on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the Debentures when it becomes due and payable and such default continues for a period of 30 days; (c) the Guarantor fails to perform under the Guarantees; (d) either the Issuer or the Guarantor fails to perform or observe any other agreements term, covenant or agreement contained in the Indenture Debentures or the Notes; (iv) Indenture and the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed continues for a period of 60 consecutive days after written notice of such judgments become final and non-appealable; and (vi) certain events of bankruptcy failure, requiring the Issuer or insolvency with respect the Guarantor, respectively, to remedy the same, shall have been given to the Company Issuer or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuingthe Guarantor, respectively, by the Trustee or to the Issuer or the Guarantor, respectively, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all Outstanding Debentures; (e) except as otherwise permitted by the Notes Indenture, the Guarantee is held in any final, nonappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of the Guarantor, shall deny or disaffirm its obligations under the Guarantee; (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due and payable. Notwithstanding in respect of any Indebtedness for borrowed money, the foregoingaggregate outstanding principal amount of which is an amount in excess of $25,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $25,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled, in the case of an Event either (i) or (ii) above, for a period of Default arising from certain events of bankruptcy 30 days after written notice to the Issuer by the Trustee or insolvency, all outstanding Notes will become due to the Issuer and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Trustee by Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority at least 25% in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf Outstanding Debentures; or (g) there are certain events of bankruptcy, insolvency or reorganization of the Holders of all of the Notes waive any existing Default Issuer or Guarantor. If an Event of Default shall occur and its consequences under be continuing, the Indenture except a continuing Default or Event principal of Default all the Debentures may be declared due and payable in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance manner and with the effect provided in the Supplemental 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. Events of Default include: (i) default for 30 days in the payment when due of interest, on on, or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor not prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default include: (i1) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii2) the default in payment when due of the principal of of, or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii3) failure by the Company or a Subsidiary Guarantor to comply with any of its Restricted Subsidiaries covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 30 60 days after specified written notice from by the Trustee or the Holders of at least 2530% of the outstanding in principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding; (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced document evidencing any Indebtedness indebtedness for borrowed money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) Subsidiary Guarantor, whether such Indebtedness or guarantee indebtedness now exists, exists or is created after the date of the IndentureIssue Date, if that default: (A) is caused by a failure to pay principal when due at final (and not any interim) maturity on or prior to the final stated maturity expiration of any grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) indebtedness (a "“Payment Default"”); or (B) results in the acceleration of such Indebtedness indebtedness prior to its express maturitymaturity (without such acceleration having been rescinded, annulled or otherwise cured), and, in each case, the principal amount of any such Indebtednessindebtedness, together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $20.0 300.0 million or more; provided that this clause (v4) failure shall not apply to (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness and (ii) any indebtedness that is required to be converted into Qualifying Equity Interests upon the occurrence of certain designated events so long as no payments in cash or otherwise are required to be made in accordance with such conversion); (5) except as permitted by the Company this Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of its Restricted Subsidiaries to pay final judgments aggregating Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become any final and non-appealableappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason (other than in accordance with its terms) to be in full force and effect or any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and (vi6)(a) certain events a court of bankruptcy competent jurisdiction (i) enters an order or insolvency with respect to decree under any Bankruptcy Law that is for relief against the Company Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of its Subsidiary Guarantors that, taken together, would constitute a Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee Subsidiary in an involuntary case; (ii) appoints a custodian for all or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company, any existing Default Subsidiary Guarantor that is a Significant Subsidiary or Event any group of Default and its consequences under Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary; or (iii) orders the Indenture except liquidation of the Company, any Subsidiary Guarantor that is a continuing Default Significant Subsidiary or Event any group of Default Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in the payment each of interest onclauses (i), (ii) or the principal of(iii), the Notes. The Company order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company, any Subsidiary Guarantor that is required a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary, pursuant to deliver or within the meaning of Bankruptcy Law (i) commences a voluntary case; (ii) consents to the Trustee annually a statement regarding compli- ance with the Indenture, and the Company is required upon becoming aware entry of any Default or Event of Default, to deliver an order for relief against it in an involuntary case; (iii) consents to the Trustee appointment of a statement specifying such Default custodian of it or Event for all or substantially all of Defaultits property; or (iv) makes a general assignment for the benefit of its creditors.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureGuarantees; (ii) the default in payment when due of the principal of or premium, if any, on the NotesNotes or the Guarantees when due and payable, whether at maturity, upon acceleration, redemption or nor prohibited by Article 10 of the Indenture; otherwise, (iii) failure by the Company or any Obligor to comply with any of its Restricted Subsidiaries other agreements in the Indenture, the Notes or the Guarantees for 30 60 days after specified written notice from to the Company by the Trustee or the Holders of at least not less than 25% of the outstanding in aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding voting as a single class; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesSubsidiary) whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: (A) which default is caused by a failure to pay principal on such Indebtedness at the stated final stated maturity thereof prior to the expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "“Payment Default"”); , or (B) results in the acceleration of such Indebtedness prior to its express maturitymaturity (which acceleration has not been rescinded, annulled or cured within 20 Business Days of receipt by the Company or such Restricted Subsidiary of such notice) and, in each case, the due and payable principal amount of any such Indebtedness, together with the due and payable principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 100 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments aggregating in excess for the payment of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 consecutive days after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Notes and Guarantees to be due and payablepayable immediately; provided that if the Holders of at least 25% in aggregate principal amount of the then outstanding Notes declare such acceleration, they shall provide a copy of the acceleration notice to the Trustee. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee shall be under no obligation to exercise any of the rights or powers at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or 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 premium on, or the principal of, the Notes. The Company is required References herein to deliver interest due in respect of the Notes shall include any liquidated damages payable pursuant to the Trustee annually a statement regarding compli- ance with Section 6.02 of 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. Under the Indenture, Events of Default include: (i1) default for 30 days defaults in the payment when due of interestinterest on, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premiumInterest, if any, on with respect to the Notes, whether or nor prohibited by Article 10 Notes when the same becomes due and payable and the default continues for a period of 30 days; (2) defaults in the payment of the IndenturePrincipal of the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii3) failure by the Company OI Group or any of its Restricted Subsidiaries for 30 60 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or Indenture, the NotesNotes and the Guarantees of the Notes (with respect to any Guarantor); (iv4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company OI Group or any of its Restricted Subsidiaries Subsidiary (or the payment of which is guaranteed by the Company OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "“Payment Default"”); or (Bb) results in the acceleration of such Indebtedness prior to its express maturity; provided, that an Event of Default shall not be deemed to occur with respect to any such accelerated Indebtedness which is repaid or prepaid within 20 Business Days after such declaration; and, in each any individual case, the principal amount of any such IndebtednessIndebtedness is equal to or in excess of $50.0 million, or such Indebtedness together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 100.0 million or more; (v5) failure by any final judgment or order for payment of money in excess of $50.0 million in any individual case and $100.0 million in the Company aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are and such judgment shall not have been paid, discharged or stayed for a period of 60 consecutive days after days; (6) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee of the Notes; (7) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a Custodian of it or for all or substantially all of its property; (d) makes a general assignment for the benefit of its creditors; or (e) admits in writing its inability generally to pay its debts as the same become due; (8) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, OI Group or any Significant Subsidiary of OI Group in an involuntary case; (b) appoints a Custodian of the Company, OI Group or any Significant Subsidiary of OI Group or for all or substantially all of such judgments become final entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to (a), (b) and non-appealable(c), the order or decree remains unstayed and in effect for 60 days; and (vi9) certain events of bankruptcy or insolvency with respect to the Company failure by OI Group or any of its Significant Restricted SubsidiariesSubsidiaries to comply with the provisions of Sections 4.10 or 4.11 or Article 5 of the Indenture. If any an Event of Default other than an Event or Default specified in clauses (7) and (8) of the preceding paragraph occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee, as provided in the Indenture, may declare all the unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payablepayable immediately. Notwithstanding Upon such declaration the foregoing, in the case of an Event of Default arising from certain events of bankruptcy Principal (or insolvency, all outstanding Notes will become such lesser amount) and interest shall be due and payable without further action or noticeimmediately. Holders may not enforce the Indenture or At any time after a declaration of acceleration with respect to the Notes except as provided in has been made, the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or during an Event of Default (except a Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or Event powers under the Indenture at the request of Default relating any Holder of this Note, unless such Holder shall have offered to the payment Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of principal or interest) if it determines that withholding notice is in their interest. The the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding by notice have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available 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 onTrustee, or the principal of, the Notes. The Company is required with respect to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultthis Note.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest, on or Additional Interest with respect to, interest which becomes due and payable upon exercise by the Notes whether or not prohibited by Company of its option provided for in paragraph 12 hereof and Article 10 of the IndentureIndenture which default in either case continues for 30 days; (ii) the default in payment when due of the principal of or premiumPrincipal Amount at Maturity (or, if any, on the Notes, whether or nor prohibited by Article 10 Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the IndentureIndenture following a Tax Event, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued 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 by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes Guarantor to comply with any of the its other agreements in the Indenture or the NotesSecurities, subject to notice and lapse of time; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by (a) failure of the Company or the Guarantor to make any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any end of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) period after maturity of Debt in an amount (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, taken together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; amounts in (vb) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating below) in excess of $20.0 million 50,000,000, or (excluding b) the acceleration of Debt in an amount (taken together with amounts covered by an enforceable insurance policy issued by an insurer in (a) above) in excess of $50,000,000 because of a default with a Best's rating of at least B+, as respect to which the insurer has acknowledged liability), which judgments are not paid, such Debt without such Debt having been discharged or stayed for a period such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of 60 consecutive days after time; provided, however, that if any such judgments become final and non-appealablefailure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (viv) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiariesinsolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding Notes insolvency are Events of Default which will become result in the Securities becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives 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 then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest, on or Additional Interest with respect to, interest which becomes due and payable upon exercise by the Notes whether or not prohibited by Article Company of its option provided for in paragraph 10 of the Indenturehereof which default in either case continues for 30 days; (ii) the default in payment when due of the principal of or premiumPrincipal Amount at Maturity (including Original Issue Discount and, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on the NotesRestated Principal Amount), whether Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or nor prohibited by Article 10 Change in Control Purchase Price, as the case may be, in respect of the IndentureSecurities when the same becomes due and payable; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes Guarantor to comply with any of the other agreements in the Indenture or the NotesSecurities, subject to notice and lapse of time; (iv) default under any mortgageDebt, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Debt now exists, exists or is created after later, which default results in such Debt becoming or being declared due and payable prior to the date of the Indentureon which it would otherwise have become due and payable, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtednessall Debt so accelerated, together with all Debt due and payable but not paid prior to the principal amount end of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedgrace period, aggregates is $20.0 million 10,000,000 or more, and such acceleration has not been rescinded or annulled within a period of 10 days after receipt by the Company of a Notice of Default from the Trustee; provided, however, that if any such default shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to have occurred; (v) failure by the Company if any Guarantee ceases to be in full force and effect or is declared null and void or any Guarantor denies that it has any further liability under any Guarantee, or gives notice to such effect (other than by reason of its Restricted Subsidiaries to pay final judgments aggregating the termination of this Indenture or the release of any such Guarantee in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer accordance with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed this Indenture) and such condition shall have continued for a period of 60 consecutive 30 days after written notice of such judgments become final failure requiring the Guarantor and non-appealablethe Company to remedy the same shall have been given (x) to the Company by the Trustee or (y) to the Company and the Trustee by the holders of 25% in aggregate principal amount of the Securities then outstanding; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiariesinsolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding Notes insolvency are Events of Default which will become result in the Securities becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives 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 then outstanding Notes Securities at the time out- standing may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultinterests.

Defaults and Remedies. Events (a) The occurrence of any of the following events shall constitute, and is herein defined to be, an Event of Default include: under the Financing Agreement and the Local Governmental Obligations, or other evidence of indebtedness: (i) default for 30 days in if the payment Borrower shall fail to pay when due all or any part of interestany payment of principal of or interest on the Loan, on any Interim Loan or Additional Interest with respect tothe Local Governmental Obligations, the Notes whether or not prohibited by Article 10 other evidence of the Indenture; indebtedness; (ii) if the default in payment Borrower shall fail to pay when due any installment of the Administrative Fee payable under the Financing Agreement or the Origination Fee or any portion thereof and such failure shall continue for a period of thirty (30) days after written notice thereof shall be given to the Borrower by the Trust; (iii) if the Borrower shall fail to perform and observe any covenant, agreement or condition on its part provided in the Financing Agreement or in the Local Governmental Obligations, or other evidence of indebtedness, or in any Additional Security, which failure is not addressed in another clause of this Section 9(a), and such failure shall continue for a period of thirty (30) days after written notice thereof shall be given to the Borrower by the Trust; provided if such failure cannot be remedied within such thirty (30) day period, it shall not constitute an Event of Default under the Financing Agreement if corrective action satisfactory to the Trust is instituted by the Borrower within such period and diligently pursued until the failure is remedied; (iv) if any representation or warranty made by or on behalf of the Borrower in the Financing Agreement or in any Application or in any Additional Security shall prove to have been incorrect or to be misleading in any material respect as and when made; (v) if (x) an order, judgment or decree is entered by a court of competent jurisdiction (a) appointing a receiver, trustee, or liquidator for the Borrower or the whole or any substantial part of any Project or the System, if any, (b) granting relief in involuntary proceedings with respect to the Borrower under the federal bankruptcy act, or (c) assuming custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, under the provision of any law for the relief of debtors, and the order, judgment or decree is not set aside or stayed within sixty (60) days from the date of entry of the order, judgment or decree or (y) the Borrower (a) admits in writing its inability to pay its debts generally as they become due, (b) commences voluntary proceedings in bankruptcy or seeking a composition of indebtedness, (c) makes an assignment for the benefit of its creditors, (d) consents to the appointment of a receiver of the whole or any substantial part of any Project or the System, if any, or (e) consents to the assumption by any court of competent jurisdiction under any law for the relief of debtors of custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, or (z) legislation shall be enacted by the Commonwealth (a) appointing a receiver or trustee for the Borrower or the whole or any substantial part of any Project or the System, if any, or (b) assuming custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, or (c) providing for a moratorium upon the payment of the principal of or premiuminterest on the Loan, any Interim Loan or the Local Governmental Obligations; (vi) if the Borrower shall fail to pay when due (whether at maturity or upon redemption or otherwise) any principal of or interest on any indebtedness of the Borrower for borrowed money, other than the Loan, any Interim Loan, the Local Governmental Obligations and indebtedness described in Chapter 40D of the General Laws of the Commonwealth; (vii) if an ‘event of default’ (however defined) shall occur in any Additional Security (giving effect to all applicable grace and cure periods, if any, set forth in such Additional Security); and (viii) if a Default shall occur under a Project Regulatory Agreement (as defined therein) and the Department shall request that the Trust declare an Event of Default under the Financing Agreement. (b) In addition to its other remedies provided herein, if an Event of Default specified in clause (i) or clause (v) of subsection 9(a) hereof shall occur and be continuing, the Trust may proceed to enforce its rights under the Financing Agreement and under the Local Governmental Obligations, or other evidence of indebtedness, by exercise of the following remedies in such order of priority as the Trust shall determine in its discretion: (i) if any Payments shall be due and unpaid under the Financing Agreement, the Trust may exercise the rights provided in Section 11 of the Enabling Act with respect to the Local Aid Distributions of the Borrower and, as applicable, any Participating Member thereof and any parent governmental unit of the Borrower and any such Participating Member; (ii) if any payments of principal of or interest on the Loan or any Interim Loan shall be due and unpaid under the Financing Agreement, the Trust may apply to such default any or all undisbursed amounts allocable to the Loan, the Interim Loan, if any, or any other loan or interim loan made by the Trust to the Borrower; or (iii) by notice to the Borrower the Trust may declare the principal of the Loan and any Interim Loan and all payments on account of principal or interest payable thereon, and the corresponding principal amount of the Local Governmental Obligations, to be immediately due and payable and, upon such declaration, the Principal Obligation, principal of any Interim Loan and all interest, if any, accrued thereon shall be and become immediately due and payable, anything herein or in the Local Governmental Obligations, or other evidence of indebtedness, to the contrary notwithstanding. (c) If an Event of Default specified in clause (viii) of subsection 9(a) shall occur and be continuing, the Trust shall, if directed by the Department, exercise on behalf of the Department any and all remedies available to the Department upon a Default under the applicable Project Regulatory Agreement. (d) Notwithstanding anything herein to the contrary, if any Event of Default under the Financing Agreement or in any Additional Security shall occur and be continuing, the Trust may proceed to protect its rights under the Financing Agreement, and may seek to compel compliance by the Borrower with the terms and provisions hereof and of the Local Governmental Obligations, or other evidence of indebtedness and of any Additional Security, by suit or suits in equity or at law, for the specific performance of any covenant, term or condition hereof or thereof, or in aid of the execution of any power granted herein or therein, and, except as herein limited, may exercise any other right or remedy upon such default as may be granted to the Trust under the Additional Security, if any, or under the Enabling Act, the Applicable Authority, or under any other applicable provision of law. (e) During the continuance of an Event of Default, the Trust shall apply all amounts received upon the exercise of its rights and remedies under the Financing Agreement as follows and in the following order: (i) to the payment of the reasonable and proper charges (including attorneys’ fees) of the Trust and the Department incurred in the exercise of any right or remedy under the Financing Agreement or under any Project Regulatory Agreement; (ii) to the payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any defaulted Payments as provided in Section 4(b) hereof and any defaulted payments of interest (if any) on any Interim Loan; (iii) to the payment and satisfaction of all Payments then due and unpaid under the Financing Agreement, as such Payments may be adjusted as provided in Section 4 hereof, and to the payment and satisfaction of all payments on account of principal and interest, if any, on any Interim Loan then due and unpaid under the NotesFinancing Agreement and, whether or nor prohibited by Article 10 in either case, if the amount available is not sufficient to pay such payments then due and payable, first to the payment of the Indenture; (iii) failure by portion of such payments due and unpaid representing interest and second to the Company or any portion of its Restricted Subsidiaries for 30 days after specified notice from such payments due and unpaid representing the Trustee or the Holders of at least 25% principal and, in either case, ratably in order of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; due dates thereof; (iv) default under to the reimbursement to the applicable account of any mortgageamounts withdrawn therefrom as provided in clause (ii) of subsection 9(b); (v) first, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or to the payment and satisfaction of which is guaranteed by all interest then due and unpaid under the Company or Financing Agreement upon any of its Restricted Subsidiariesdue and unpaid Administrative Fees as provided in Section 4(b) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturityhereof, and, in each casesecond, to the principal amount payment and satisfaction of any such Indebtedness, together with all Administrative Fees then due and unpaid under the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or moreFinancing Agreement; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and and (vi) certain events of bankruptcy or insolvency with respect first, to the Company payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any due and unpaid Origination Fee as provided in Section 4(b) hereof, and, second, to the payment and satisfaction of the Origination Fee or the portion thereof then due and unpaid under the Financing Agreement. (f) No remedy conferred upon or reserved to the Trust is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Financing Agreement or in any of its Significant Restricted SubsidiariesAdditional Security or now or hereafter existing at law or in equity. If No delay or omission to exercise any right, remedy or power accruing upon any Event of Default occurs and is continuingshall impair any such right, the Trustee remedy or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes power or shall be construed to be due a waiver thereof, but any such right, remedy or power may be exercised from time to time and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders as often as may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultbe deemed expedient.

Defaults and Remedies. Events (a) In the event that any Co-Owner fails to perform any monetary or non-monetary obligation under this Agreement, the non-defaulting Co-Owner shall give the defaulting Co-Owner written notice of Default includesuch default, and if the defaulting Co-Owner does not cure such default within thirty (30) days after receiving such notice, such default shall be deemed a “Default” hereunder. (b) In the event that Co-Owner fails to pay or fulfill its obligations related to its Property Interest, and there is a default claimed against, or lien or encumberance recorded against, such Co-Owner’s Property Interest, such default, lien or encumbrance shall be deemed a “Default” hereunder. (c) In the event of a Default, in addition to any and all other rights and remedies that the non-defaulting Co-Owner may have hereunder or at law or in equity, the non-defaulting Co-Owner shall be entitled to: (i) default cure such Default and to be reimbursed by the defaulting Co-Owner for 30 days in any amounts that the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 non-defaulting Co-Owner expends as a result of the Indenture; Default (ii) including, without limitation, any amounts advanced by the default in payment when due non-defaulting Co-Owner to cure such Default and any attorneys fees associated with cure of the principal problem), together with interest on such amounts at the rate of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; five percent (iii5%) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice per annum from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: such expenditure until repaid (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"“Advances”); or (Bii) results place a specific lien against the defaulting Co-Owner's interest in the acceleration Property in the above amount as permitted by law. In the event of such Indebtedness prior to its express maturity, and, in each casea refinancing, the principal amount non-defaulting Co-Owner shall have the right to reimbursement under subpart (c)(i) of this Section for any Advances before the proceeds of any such Indebtedness, together with sale or refinancing are distributed to the principal amount Co-Owners. (d) In the event of any other such Indebtedness under which there has been a Payment Default sale of all or substantially all of the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company Coolisys' assets or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+bankruptcy, as to which the insurer has acknowledged liability)insolvency, which judgments are not paidadministration, discharged receivership, liquidation or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency similar proceedings that is initiated with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs Coolisys and is continuingnot dismissed within 60 days, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes Trustee’s right to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will purchase Coolisys’ Property Interest pursuant to Section 8.1 shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultfully vested.

Defaults and Remedies. Under the Indenture, Events of Default include: include (each of which are more specifically described in the Indenture) (i) default for 30 days in the payment of interest when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureSecurities; (ii) the default in payment when due of the principal of or premium, if any, on the NotesSecurities at Stated Maturity, whether upon required repurchase or nor prohibited by Article 10 upon optional redemption pursuant to paragraph 5 of the IndentureSecurities, upon acceleration or otherwise; (iii) the failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2(b) of its Restricted Subsidiaries the Indenture; (iv) failure by the Company to comply for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of its obligations under the covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 3.20 of the Indenture (in each case, other than a failure to purchase Securities when required under the Indenture, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Indenture or under the NotesSecurities; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: which default (Aa) is caused by a failure to pay when due principal at of, or interest or premium, if any, on such Indebtedness within the final stated maturity of grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof“payment default”) (a "Payment Default"); or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, final Stated Maturity (the “cross acceleration provision”) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default payment default or the maturity of which has been so accelerated, aggregates $20.0 15.0 million or more; (vvii) 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 (the “bankruptcy provisions”); (viii) failure by the Company or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $20.0 15.0 million (excluding net of any amounts covered by an enforceable that a reputable and creditworthy insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer company has acknowledged liabilityliability for in writing), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final (the “judgment default provision”); or (ix) any Subsidiary Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that taken together as of the latest audited financial statements for the Company and non-appealable; its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or a group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a default under clauses (iv) and (viv) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event of Default described in (vii) hereof) occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencydescribed in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all outstanding Notes the Securities will become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events Any of the following events shall constitute an Event of Default include: under the Indenture: (ia) default for 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premium, if any, on, any Note (including the Change of Control Redemption Price) when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the Notessame becomes due and payable, whether or nor prohibited by Article 10 and such default continues for a period of the Indenture; 30 days; (iiic) failure by the Company or the Guarantor defaults in the performance of or breaches any other covenant or agreement of its Restricted Subsidiaries the Company in the Indenture, the Registration Rights Agreement or under the Notes and such default or breach continues for a period of 30 consecutive days after specified written notice from by the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Notes; (d) there occurs with respect to any issue or issues of Indebtedness of the Company, the Guarantor or any Significant Subsidiary having an outstanding principal amount of $5 million or more in the Notes aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to comply declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; provided that any such event of default or failure to make a payment, in each case, with respect to any Indebtedness existing as of the other agreements Closing Date in respect of which the Indenture holders thereof did not vote affirmatively to accept the Plan, shall not be deemed to be an Event of Default; (e) any final judgment or the Notes; order (ivnot covered by insurance) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by money in excess of $5 million in the Company aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, the Guarantor or any of its Restricted Subsidiaries) whether such Indebtedness Significant Subsidiary and shall not be paid or guarantee now existsdischarged, or is created after the date of the Indenture, if that default: and either (A) is caused an enforcement proceeding shall have been commenced by a failure to pay principal at the final stated maturity of creditor upon such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); judgment or order or (B) results there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $5 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided that the occurrence of any such actions that relate to or arise out of any Indebtedness existing as of the Closing Date in respect of which the holders thereof did not vote affirmatively to accept the Plan shall not be deemed to be an Event of Default; (f) a court having jurisdiction in the acceleration premises enters a decree or order for (A) relief in respect of such Indebtedness prior to its express maturitythe Company, the Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company, the Guarantor or any Significant Subsidiary and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default decree or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating order shall remain unstayed and in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed effect for a period of 60 30 consecutive days after days; provided that the issuance of any such judgments become final and non-appealable; and (vi) certain events of bankruptcy decree or insolvency order with respect to the Company Guarantor or any Significant Subsidiary (the entry of which was not consented to by the Company, the Guarantor or any Significant Subsidiary) at the request of the holder of any Indebtedness existing as of the Closing Date in respect of which such holder did not vote affirmatively to accept the Plan shall not be deemed to be an Event of Default; (g) the Company, the Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; provided that the occurrence of any such event with respect to the Guarantor, in each case between the Closing Date and September 25, 2003, shall not be deemed to be an Event of Default. (h) the Security Guarantee or any Subsidiary Guarantee by a Restricted Subsidiary shall cease to be, or shall be asserted in writing by the Company, the Guarantor or such Restricted Subsidiary not to be, in full force and effect or enforceable in accordance with its Significant Restricted Subsidiariesterms. If any an Event of Default (other than an Event of Default specified in clause (f) or (g) above that occurs with respect to the Company) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the principal (which shall be deemed to equal the then applicable Claimed Amount), premium, if any, and accrued interest on the Notes to be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of If a bankruptcy or insolvencyinsolvency default with respect to the Company occurs and is continuing, all outstanding the principal (which shall be deemed to equal the then applicable Claimed Amount) of, premium, if any, and accrued interest on the Notes will become automatically becomes due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events The Indenture provides that an Event of Default include: with respect to the Notes occurs when any of the following occurs: (ia) default for 30 days the Issuer defaults in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of any of the Notes when it becomes due and payable at Maturity, upon redemption or premiumotherwise; (b) the Issuer defaults in the payment of interest (including Additional Tax Amounts, if any, ) on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes when it becomes due and payable and such default continues for a period of 30 days; (c) the Guarantor fails to comply with perform under the Guarantees; (d) either the Issuer or the Guarantor fails to perform or observe any of the other agreements term, covenant or agreement contained in the Indenture Notes or the Notes; (iv) Indenture and the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed continues for a period of 60 consecutive days after written notice of such judgments become final and non-appealable; and (vi) certain events of bankruptcy failure, requiring the Issuer or insolvency with respect the Guarantor, respectively, to remedy the same, shall have been given to the Company Issuer or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuingthe Guarantor, respectively, by the Trustee or to the Issuer or the Guarantor, respectively, and the Trustee by the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all Outstanding Notes; (e) except as otherwise permitted by the Notes Indenture, the Guarantee is held in any final, nonappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of the Guarantor, shall deny or disaffirm its obligations under the Guarantee; (f) (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due and payable. Notwithstanding in respect of any Indebtedness for borrowed money, the foregoingaggregate outstanding principal amount of which is an amount in excess of $100,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $100,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled, in the case of an Event either (i) or (ii) above, for a period of Default arising from certain events of bankruptcy 30 days after written notice to the Issuer by the Trustee or insolvency, all outstanding Notes will become due to the Issuer and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Trustee by Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority at least 25% in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf Outstanding Notes; or (g) there are certain events of bankruptcy, insolvency or reorganization of the Holders of all of the Notes waive any existing Default Issuer or Guarantor. If an Event of Default shall occur and its consequences under be continuing, the Indenture except a continuing Default or Event principal of Default all the Notes may be declared due and payable in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance manner and with the effect provided in the Supplemental 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. Events (a) The occurrence of any of the following events shall constitute, and is herein defined to be, an Event of Default include: under the Financing Agreement and the Local Governmental Obligations, or other evidence of indebtedness: (i) default for 30 days in if the payment Borrower shall fail to pay when due all or any part of interestany payment of principal of or interest on the Loan, on any Interim Loan or Additional Interest with respect tothe Local Governmental Obligations, the Notes whether or not prohibited by Article 10 other evidence of the Indenture; indebtedness; (ii) if the default in payment Borrower shall fail to pay when due any installment of the Administrative Fee payable under the Financing Agreement or the Origination Fee or any portion thereof and such failure shall continue for a period of thirty (30) days after written notice thereof shall be given to the Borrower by the Trust; (iii) if the Borrower shall fail to perform and observe any covenant, agreement or condition on its part provided in the Financing Agreement or in the Local Governmental Obligations, or other evidence of indebtedness, or in any Additional Security, which failure is not addressed in another clause of this Section 9(a), and such failure shall continue for a period of thirty (30) days after written notice thereof shall be given to the Borrower by the Trust; provided if such failure cannot be remedied within such thirty (30) day period, it shall not constitute an Event of Default under the Financing Agreement if corrective action satisfactory to the Trust is instituted by the Borrower within such period and diligently pursued until the failure is remedied; (iv) if any representation or warranty made by or on behalf of the Borrower in the Financing Agreement or in any Application or in any Additional Security shall prove to have been incorrect or to be misleading in any material respect as and when made; (v) if (x) an order, judgment or decree is entered by a court of competent jurisdiction (a) appointing a receiver, trustee, or liquidator for the Borrower or the whole or any substantial part of any Project or the System, if any, (b) granting relief in involuntary proceedings with respect to the Borrower under the federal bankruptcy act, or (c) assuming custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, under the provision of any law for the relief of debtors, and the order, judgment or decree is not set aside or stayed within sixty (60) days from the date of entry of the order, judgment or decree or (y) the Borrower (a) admits in writing its inability to pay its debts generally as they become due, (b) commences voluntary proceedings in bankruptcy or seeking a composition of indebtedness, (c) makes an assignment for the benefit of its creditors, (d) consents to the appointment of a receiver of the whole or any substantial part of any Project or the System, if any, or (e) consents to the assumption by any court of competent jurisdiction under any law for the relief of debtors of custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, or (z) legislation shall be enacted by the Commonwealth (a) appointing a receiver or trustee for the Borrower or the whole or any substantial part of any Project or the System, if any, or (b) assuming custody or control of the Borrower or of the whole or any substantial part of any Project or the System, if any, or (c) providing for a moratorium upon the payment of the principal of or premiuminterest on the Loan, any Interim Loan or the Local Governmental Obligations; (vi) if the Borrower shall fail to pay when due (whether at maturity or upon redemption or otherwise) any principal of or interest on any indebtedness of the Borrower for borrowed money, other than the Loan, any Interim Loan, the Local Governmental Obligations and indebtedness described in Chapter 40D of the General Laws of the Commonwealth; (vii) if an ‘event of default’ (however defined) shall occur in any Additional Security (giving effect to all applicable grace and cure periods, if any, set forth in such Additional Security); and (viii) if a Default shall occur under a Project Regulatory Agreement (as defined therein) and the Department shall request that the Trust declare an Event of Default under the Financing Agreement. (b) In addition to its other remedies provided herein, if an Event of Default specified in clause (i) or clause (v) of subsection 9(a) hereof shall occur and be continuing, the Trust may proceed to enforce its rights under the Financing Agreement and under the Local Governmental Obligations, or other evidence of indebtedness, by exercise of the following remedies in such order of priority as the Trust shall determine in its discretion: (i) if any Payments shall be due and unpaid under the Financing Agreement, the Trust may exercise the rights provided in Section 11 of the Enabling Act with respect (ii) if any payments of principal of or interest on the NotesLoan or any Interim Loan shall be due and unpaid under the Financing Agreement, whether the Trust may apply to such default any or nor prohibited all undisbursed amounts allocable to the Loan, the Interim Loan, if any, or any other loan or interim loan made by Article 10 of the IndentureTrust to the Borrower; or (iii) failure by notice to the Company or any of its Restricted Subsidiaries for 30 days after specified notice from Borrower the Trustee or Trust may declare the Holders of at least 25% principal of the outstanding Loan and any Interim Loan and all payments on account of principal or interest payable thereon, and the corresponding principal amount of the Notes Local Governmental Obligations, to comply with be immediately due and payable and, upon such declaration, the Principal Obligation, principal of any Interim Loan and all interest, if any, accrued thereon shall be and become immediately due and payable, anything herein or in the Local Governmental Obligations, or other evidence of indebtedness, to the contrary notwithstanding. (c) If an Event of Default specified in clause (viii) of subsection 9(a) shall occur and be continuing, the Trust shall, if directed by the Department, exercise on behalf of the other agreements in Department any and all remedies available to the Indenture or Department upon a Default under the Notes; applicable Project Regulatory Agreement. (ivd) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Notwithstanding anything herein to the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenturecontrary, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs under the Financing Agreement or in any Additional Security shall occur and is be continuing, the Trustee or Trust may proceed to protect its rights under the Holders of at least 25% in principal amount Financing Agreement, and may seek to compel compliance by the Borrower with the terms and provisions hereof and of the then outstanding Notes Local Governmental Obligations, or other evidence of indebtedness and of any Additional Security, by suit or suits in equity or at law, for the specific performance of any covenant, term or condition hereof or thereof, or in aid of the execution of any power granted herein or therein, and, except as herein limited, may declare all exercise any other right or remedy upon such default as may be granted to the Notes to be due and payable. Notwithstanding Trust under the foregoingAdditional Security, in if any, or under the case Enabling Act, the Applicable Authority, or under any other applicable provision of law. (e) During the continuance of an Event of Default arising from certain events Default, the Trust shall apply all amounts received upon the exercise of bankruptcy or insolvency, all outstanding Notes will become due its rights and payable without further action or notice. Holders may not enforce remedies under the Indenture or the Notes except Financing Agreement as provided follows and in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default following order: (except a Default or Event of Default relating i) to the payment of principal or interestthe reasonable and proper charges (including attorneys’ fees) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Trust and the Department incurred in the exercise of any right or remedy under the Financing Agreement or under any Project Regulatory Agreement; (ii) to the Trustee payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any defaulted Payments as provided in Section 4(b) hereof and any defaulted payments of interest (if any) on any Interim Loan; (iii) to the payment and satisfaction of all Payments then due and unpaid under the Financing Agreement, as such Payments may be adjusted as provided in Section 4 hereof, and to the payment and satisfaction of all payments on behalf account of principal and (iv) to the reimbursement to the applicable account of any amounts withdrawn therefrom as provided in clause (ii) of subsection 9(b); (v) first, to the payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any due and unpaid Administrative Fees as provided in Section 4(b) hereof, and, second, to the payment and satisfaction of all Administrative Fees then due and unpaid under the Financing Agreement; and (vi) first, to the payment and satisfaction of all interest then due and unpaid under the Financing Agreement upon any due and unpaid Origination Fee as provided in Section 4(b) hereof, and, second, to the payment and satisfaction of the Holders of all of Origination Fee or the Notes waive portion thereof then due and unpaid under the Financing Agreement. (f) No remedy conferred upon or reserved to the Trust is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under the Financing Agreement or in any Additional Security or now or hereafter existing Default at law or in equity. No delay or omission to exercise any right, remedy or power accruing upon any Event of Default shall impair any such right, remedy or power or shall be construed to be a waiver thereof, but any such right, remedy or power may be exercised from time to time 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultas often as may be deemed expedient.

Defaults and Remedies. The following events constitute "Events of Default includeDefault" under the Indenture: (ia) default for 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of (or premium, if any, on on) any Note when the Notessame becomes due and payable at maturity, whether upon acceleration, redemption or nor prohibited by Article 10 of the Indentureotherwise; (iiib) failure by default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) the Company or the Guarantor defaults in the performance of or breaches any other covenant or agreement of the Company or the Guarantor in the Indenture or under the Notes and such default or breach continues for a period of 30 consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount at maturity of the Notes; (d) there occurs with respect to any issue or issues of Indebtedness of the Company, the Guarantor or any Significant Subsidiary having an outstanding principal amount at maturity of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Restricted Subsidiaries for Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days after of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (e) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, the Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, the Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company, the Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; or (g) the Company, the Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. If an Event of Default (other than an Event of Default specified notice from in clause (f) or (g) above that occurs with respect to the Company or the Guarantor) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the outstanding principal amount Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the Accreted Value of, premium, if any, and accrued interest, if any, on the Notes to comply with any be immediately due and payable. If an Event of the other agreements Default, as defined in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of If a bankruptcy or insolvencyinsolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, all outstanding the Notes will automatically become due and payable without further action or noticepayable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in principal amount at maturity of the Notes 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 relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default include: (i) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Interest, if any, with respect to, the Notes whether or not prohibited by Article 10 of the IndentureFloating Rate Notes; (ii) the default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Floating Rate Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 60 days after specified receipt of written notice from given by the Trustee or the Holders of at least 2530% of the outstanding in principal amount of the then outstanding Notes issued under the Indenture to comply with any of the its other agreements in the Indenture or the Floating Rate Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries the Guarantors (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) the Guarantors), whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that defaultdefault both: (a) (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect prior to any applicable the expiration of the grace periods and any extension thereof) period provided in such Indebtedness on the date of such default (a "Payment Default"); , or (B) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express stated final maturity, and, in each case, ; and (b) the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $20.0 40.0 million or moremore at any one time outstanding; (v) failure by the Company or any Significant Subsidiary (or any group of its Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $20.0 40.0 million (excluding amounts and not covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)insurance, which final judgments are not paidremain unpaid, discharged or stayed undischarged and unstayed for a period of more than 60 consecutive days after such judgments become final judgment becomes final, and non-appealablein the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or (vii) the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any Responsible Officer of any Guarantor that is a Significant Subsidiary (or the Responsible Officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Significant Restricted SubsidiariesGuarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company is required upon required, within 10 Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officers' Certificate specifying such Default or Event of DefaultDefault and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest Liquidated Damages, if any, with respect to, to the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of or premium, if any, on the NotesNotes at maturity, whether upon redemption or nor prohibited otherwise; failure by Article 10 the Company to perform or comply with the provisions described under Sections 4.07, 4.09, 4.10, 4.15 or 5.01 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries Obligor for 30 days after specified notice from the Trustee or the Holders holders of at least 25% of the outstanding principal amount of the Notes then outstanding to comply with any of the its other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: which default (Ax) is caused by a failure to pay Payment Default, and the principal at amount of any such Indebtedness, together with the final stated principal amount of any other such Indebtedness of the Company or any Significant Subsidiary under which there has been a Payment Default or the maturity of such Indebtedness which has been accelerated as provided in clause (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"y); , aggregates $5.0 million or more or (By) results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity, and, in each case, maturity and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 5.0 million or more; (v) failure by the Company or any of its Restricted Significant Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability in writing) aggregating in excess of $20.0 5.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive within 45 days after such judgments become final and non-appealabletheir entry; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Upon such declaration, the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Notes shall be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will the foregoing amount shall ipso facto become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, by notice to the Trustee Trustee, may on behalf of the Holders holders of all of the Notes Notes, waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages or premium on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events (a) Without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Pledgor, the Bank may at any time and from time to time exercise, in addition to all other rights and remedies granted in this Agreement, in any other Loan Document, and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, as a secured party under the UCC or as otherwise provided in law or in equity, the following rights and remedies (any of which may, at the option of the Bank, be exercised in the name and on behalf of the Pledgor) in each case (i) twenty (20) Business Days following any demand for payment under the Demand Loan Agreement that is not honored, (ii) immediately upon the occurrence of the Maturity Date under the Demand Loan Agreement or the Revolving Loan Agreement and the failure by the Pledgor to repay in full all outstanding Secured Obligations on the Maturity Date, and (iii) immediately during the existence and continuance of an Event of Default includeunder the Demand Loan Agreement or the Revolving Loan Agreement: (1) the right to apply any and all Pledged Collateral received by the Bank pursuant to this Agreement against all or any part of the Secured Obligations; (2) the right to instruct and require the Pledgor to notify the Investors in writing of the grant of a first-priority security interest by the Pledgor to the Bank in the Capital Commitments and unfunded Capital Commitments under the Subscription Agreements and the Operative Documents and the Pledgor’s rights, remedies, powers and authorities thereunder, and instruct and require the Investors to make all remaining Capital Contributions in accordance with the instructions provided by the Bank; (3) the right to instruct and require the Pledgor to exercise any and all of the rights and remedies available to the Pledgor under the Subscription Agreements and the Operative Documents (including the issuance and enforcement of Capital Call Notices and the collection of all outstanding Capital Call Notices); (4) the right to enforce the payment by the Investors of the Capital Contributions required to be made pursuant to any Capital Call, in accordance with the terms of the Subscription Agreements and Operative Documents; (5) the right to make Capital Calls and issue Capital Calls in an amount sufficient to repay in full all outstanding Secured Obligations; (6) the right, in its own name or the name of the Pledgor to notify any or all parties obligated to the Pledgor with respect to its Capital Contribution to make all payments due or to become due thereon directly to the Controlled Bank Account or any other account selected by the Bank; (7) the right to enforce collection of any of the Pledged Collateral by suit or otherwise, or make any compromise or settlement with respect to any of the Pledged Collateral, or surrender, release or exchange all or any part thereof, or compromise, extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (8) the right to sell the Pledged Collateral or any part thereof, upon giving at least ten (10) days’ prior notice to the Pledgor of the time and place of sale (which notice the Pledgor and the Bank agree is reasonable), for cash or upon credit or for future delivery, the Pledgor hereby waiving all rights, if any, of marshalling the Pledged Collateral and any other security for the Secured Obligations, and at the option and in the sole and absolute discretion of the Bank, either: (x) at public sale or (y) at private sale, in which event such notice shall also contain the terms of the proposed sale, and the Pledgor shall have until the time of such proposed sale in which to redeem the Pledged Collateral or to procure a purchaser willing, ready and able to purchase the Pledged Collateral on terms more favorable to the Pledgor, the Bank, and if such a purchaser is so procured, then the Bank shall sell the Pledged Collateral to the purchaser so procured; (9) the right to bid for and to acquire, unless prohibited by applicable law, free from any redemption right, the Pledged Collateral, or any part thereof, and, if the Bank is then the holder of the Secured Obligations or any participation or other interest therein, in lieu of paying cash therefor, the Bank may make settlement for the selling price by crediting the net selling price, if any, after deducting all costs and expenses of every kind, upon the Secured Obligations, in the order set forth in Section 9 hereof. The Bank upon so acquiring the Pledged Collateral, or any part thereof, shall be entitled to hold or otherwise deal with or dispose of the same in any manner not prohibited by applicable law; (10) the right to take possession or control of any proceeds and products of any of the Pledged Collateral; (11) the right to make an election with respect to the Pledged Collateral under Section 1111 of the United States Bankruptcy Code or take action under Section 364 or any other section of the United States Bankruptcy Code; provided, however, that any such action of the Bank as set forth herein shall not, in any manner whatsoever, impair or affect the liability of the Pledgor hereunder, nor prejudice, waive, nor be construed to impair, affect, prejudice or waive the Bank’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed to release or discharge, the Pledgor, any guarantor or other Person liable to the Bank for the Secured Obligations; and (12) the right to enforce any other remedy available to the Bank at law or in equity and all other rights and remedies of a secured party under the UCC. From time to time the Bank may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Pledged Collateral for which notice has been given as provided above if, in the judgment of the Bank, such postponement or change is necessary or appropriate in order that the provisions of this Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place. (b) In case of any sale by the Bank of any of the Pledged Collateral on credit, which may be elected at the option and in the complete discretion of the Bank, the Pledged Collateral so sold may be retained by the Bank until the selling price is paid by the purchaser, but the Bank shall not incur any liability in case of failure of the purchaser to take up and pay for the Pledged Collateral so sold. In case of any such failure, such Pledged Collateral so sold may be again similarly sold. After deducting all costs or expenses of every kind including, without limitation, reasonable out-of-pocket, attorneys’ fees and legal expenses incurred by the Bank, the Bank shall apply the residue of the proceeds of any sale or sales, if any, to pay the Secured Obligations in the order set forth in Section 9 hereof. The excess, if any, shall be paid to the Pledgor. The Bank shall not incur any liability as a result of the sale of the Pledged Collateral at any private sale or sales. (c) The Bank shall have all rights of set-off and banker’s lien provided by applicable law and may exercise such rights in accordance with Section 10 of the Loan Agreement. (d) All rights, remedies and recourses granted in the Loan Agreement, the other Loan Documents and any other instrument executed to provide security for or in connection with the payment and performance of the Secured Obligations or existing at common law or equity (including specifically those granted by the UCC), and the right of offset: (i) default shall be cumulative and concurrent; (ii) may be pursued separately, successively or concurrently against the Pledgor and any other party obligated under the Secured Obligations, or against the Pledged Collateral, or any of such Pledged Collateral, or any other security for 30 days in the payment when due Secured Obligations, or any of interestthem, on or Additional Interest with respect to, at the Notes whether or not prohibited by Article 10 sole discretion of the IndentureBank; (iii) may be exercised as often as occasion therefor shall arise, it being agreed by the Pledgor that the exercise or failure to exercise any of same shall in no event be construed as a waiver or release thereof or of any other right, remedy or recourse; and (iv) are intended to be and shall be, non-exclusive. (e) Notwithstanding a foreclosure upon any of the Pledged Collateral or exercise of any other remedy by the Bank: (i) the Pledgor shall not be subrogated thereby to any rights of the Bank against the Pledged Collateral or any other security for the Secured Obligations, or the Pledgor or any property of the Pledgor; (ii) the default Pledgor shall not be deemed to be the owner of any interest in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the IndentureSecured Obligations; (iii) failure by the Company Pledgor shall not exercise any rights or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency remedies with respect to the Company Pledgor or the Pledged Collateral or any other security for the Secured Obligations or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee them or the Holders of at least 25% in principal amount property of the then outstanding Notes may declare all Pledgor until the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default Secured Obligations have been paid (except a Default or Event of Default relating other than contingent indemnification obligations) to the payment of principal or interestBank and are fully performed and discharged. (f) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of Pledgor hereby ratifies and confirms whatever the Notes then outstanding by notice Bank may do with respect 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 Pledged Collateral in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance accordance with the Indentureterms of this Agreement, and the Company is required upon becoming aware other Loan Documents and agrees that the Bank shall not be liable for any error in judgment or mistakes of any Default fact or Event of Default, law with respect to deliver to actions taken in connection with the Trustee a statement specifying such Default or Event of DefaultPledged Collateral.

Defaults and Remedies. Events of Default include: (i) default for 30 days in If an Event of Default occurs (other than an Event of Default relating to certain events of insolvency or reorganization of the payment when due Company or Guarantor) and is continuing, the Majority Purchasers, by notice to the Company, may: (1) cancel any remaining Additional Notes Commitment, whereupon they shall immediately be cancelled; (2) declare that all or part of the Notes, together with accrued and unpaid interest, on and all other amounts accrued or Additional Interest with respect to, outstanding under the Agreement and the Notes whether to be immediately due and payable, whereupon they shall become immediately due and payable; and/or (3) declare that all or not prohibited by Article 10 part of the Indenture; Notes be payable on demand, whereupon they shall immediately become payable on demand by the instructions of the Majority Purchasers. (ii) the default in payment when due With respect to any Event of the principal Default relating to certain events of insolvency or premium, if any, on the Notes, whether or nor prohibited by Article 10 reorganization of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of Guarantor, the outstanding principal amount of the Notes, together with accrued and unpaid interest, and all other amounts accrued or outstanding under the Agreement and the Notes shall become immediately due and payable without any other notice of any kind, and without presentment, demand, protest or other requirements of any kind. (iii) In the event that there is a declaration of acceleration hereunder solely as a result of an Event of Default pursuant to comply with any Section 8(a)(iv)(5) of the other agreements Agreement, and such Event of Default is solely the result of an event of default (as defined in the Indenture or indenture governing the Notes; Guarantor’s Senior Notes due 2015 (ivthe “Indenture”)) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any clause (5) of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date Section 6.01 of the Indenture, if that default: such acceleration hereunder will be automatically rescinded and cancelled if, within 30 days of the earlier of (A) is caused by a failure to pay principal at the final stated maturity declaration of such Indebtedness (giving effect to any applicable grace periods the acceleration of the Guarantor’s Senior Notes due 2015 and any extension thereof) (a "Payment Default"); or (B) results in the declaration of acceleration hereunder, the acceleration of such Indebtedness prior the Guarantor’s Senior Notes due 2015 is automatically rescinded and cancelled pursuant to its express maturity, and, Section 6.02(c) of the Indenture (if the Guarantor’s Senior Notes due 2015 had been accelerated in each case, the principal amount of any such Indebtedness, together accordance with the principal amount terms of the Indenture), all Payment Defaults (as defined in the Indenture) are cured or waived, any acceleration of Accelerated Debt (as defined in the Indenture) is rescinded or cancelled (or such Accelerated Debt is paid in full), no event of default (as defined in the Indenture) has occurred and is continuing (other such Indebtedness than any event of default under which there clause (5) of Section 6.01 of the Indenture where the related Payment Default has been a Payment Default cured or waived or where the maturity acceleration of which the Accelerated Debt has been so accelerated, aggregates $20.0 million rescinded or more; cancelled or where the Accelerated Debt has been paid in full) and no Event of Default has occurred and is then continuing hereunder (vother than an Event of Default pursuant to Section 8(a)(iv)(5) failure by of the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)Agreement, which judgments are not paid, discharged or stayed for a period such Event of 60 consecutive days after such judgments become final and non-appealable; and Default is solely the result of an event of default under clause (vi5) certain events of bankruptcy or insolvency with respect to Section 6.01 of the Company or any of its Significant Restricted Subsidiaries. Indenture). (iv) If any an Event of Default occurs and is continuing, the Trustee Holders of the Notes may pursue any available remedy permissible by law to collect the payment of principal, premium and interest on the Notes or to enforce the performance of any provision of the Notes or the Holders Agreement. A delay or omission by any Holder of at least 25% a Note in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of exercising any right or remedy accruing upon an Event of Default arising from certain events shall not impair the right or remedy or constitute a waiver of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided acquiescence in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver . All remedies are cumulative to the Trustee a statement specifying such Default or Event of Defaultextent permitted by law.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest Interest, if any, with respect to, the Notes Notes, whether or not prohibited by Article 10 the subordination provisions of the Indenture; (ii) the default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes, Notes whether or nor not prohibited by Article 10 the subordination provisions of the Indenture; (iii) failure by the Company Issuer to comply with Section 5.01 of the Indenture; (iv) failure by the Issuer or any of its Restricted Subsidiaries for 30 60 days after specified notice from to the Issuer by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the NotesIndenture; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuer or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed by the Company Issuer or any of its Restricted Significant Subsidiaries) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: (A) is caused by a failure to pay principal at the final stated maturity Stated Maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); ) or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 25.0 million or more; (vvi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments aggregating in excess and decrees for the payment of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 consecutive days after such judgments judgment or decree has become final and non-appealablenonappealable without being paid, discharged, waived or stayed; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viviii) certain events of bankruptcy or insolvency with respect to the Company Issuer or any of its the Issuer's Restricted Subsidiaries that is a Significant Restricted SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided that so long as any Indebtedness permitted to be incurred under the Credit Agreement is outstanding, such acceleration will not be effective until the earlier of the acceleration of such Indebtedness under the Credit Agreement or five Business Days after receipt by the Issuer of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium or interestinterest or Additional Interest) if it a committee of its Responsible Officer determines in good faith that withholding notice is in their interest. 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, premium and Additional Interest, if any, or interest on, the NotesNotes (including in connection with an offer to purchase). The Company Issuer is required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company Issuer is required upon within 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events The Indenture provides that each of Default includethe following constitutes an Event of Default: (i) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Liquidated Damages with respect to, the Notes whether or not prohibited by Article 10 of the IndentureSenior Discount Notes; (ii) the default in payment when due of the Accreted Value of or the principal of or premium, if any, on the Senior Discount Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by any of the Company Issuers or any of its their Restricted Subsidiaries to comply with the covenants contained in Sections 4.7, 4.9 or 5.1; (iv) failure by any of the Issuers or any of their Restricted Subsidiaries for 30 days after specified notice from to comply with the Trustee covenants contained in Sections 4.10 or the Holders of at least 25% 4.15; (v) failure by any of the outstanding principal amount Issuers or any of the Notes their Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture or the Senior Discount Notes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by any of the Company Issuers or any of its their Restricted Subsidiaries (or the payment of which is guaranteed by any of the Company Issuers or any of its their Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "Payment Default"); ) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $20.0 5.0 million or more; (vvii) failure by any of the Company Issuers or any of its their Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 5.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilityinsurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency with respect to any of the Company Issuers or any of its their Restricted Subsidiaries that constitute a Significant Subsidiary, or any group of Restricted SubsidiariesSubsidiaries that, taken together, would constitute a Significant Subsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then outstanding Senior Discount Notes may declare all the Senior Discount Notes to be due and payablepayable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Senior Credit Facility shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of such Indebtedness under the Senior Credit Facility and (ii) five business days after receipt by the Issuers of written notice of such acceleration of the Senior Discount Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to any of the Issuers or any of their Restricted Subsidiaries, all outstanding Senior Discount Notes will become due and payable without further action or notice. Holders of the Senior Discount Notes may not enforce the Indenture or the Senior Discount Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount at maturity of the then outstanding Senior Discount Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Senior Discount Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at maturity of the Senior Discount Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Senior Discount 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 Accreted Value or principal of, the Senior Discount Notes. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company is Issuers are required upon becoming aware of any Default or Event of DefaultDefault that is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (iib) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited ; (c) failure by the Company to comply with Sections 4.7 through 4.14 and Article 10 V of the Indenture; (iiid) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the covenant, representation or warranty or other agreements in the Indenture or the Notes; (ive) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: which default (Ai) is caused by a failure to pay principal at the final stated maturity of or premium or interest on such Indebtedness (giving effect prior to the expiration of any applicable grace periods and any extension thereof) period provided in such Indebtedness (a "Payment Default"); , or (Bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 10.0 million or more; (vf) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)10.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after days; (g) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such judgments become final case, such Guarantor and non-appealableits Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; (i) the Subsidiary Guarantees provided by the Guarantors that would constitute a Significant Subsidiary cease to be in full force and effect or such Guarantors deny or disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Pledge Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the Joint Venture Interests or (B) the Pledge Agreement shall be terminated or cease to be in full force and effect if, in either case, such default continues for 30 days after notice or the enforceability thereof shall be contested by the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment when due of interest, on any interest or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of or premiumInterest, if any, on any Securities after receipt by the NotesCompany of a Notice of Default, whether or nor prohibited by Article 10 (ii) default in payment of the Indenture; Principal Amount, Redemption Price, Purchase Price, 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 or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes Guarantor to comply with any of the other agreements in the Indenture or the NotesSecurities and such failure continues for 90 days after receipt of a Notice of Default under the Indenture; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or Guarantor in the payment at the final maturity thereof, after the expiration of any applicable grace period, of principal of or interest on indebtedness for money borrowed, other than nonrecourse indebtedness, in the principal amount then outstanding of $25 million or more, or acceleration of any 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 guaranteed by not rescinded within 10 business days after notice to the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now existsGuarantor, or is created after the date of as applicable, in accordance with the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by any Guarantee ceasing to be, or the Company or any of such Guarantor asserting that such Guarantee shall not be, in full force and effect and enforceable in accordance with its Restricted Subsidiaries terms, except to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered the extent contemplated by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged Indenture or stayed for a period of 60 consecutive days after such judgments become final and non-appealableGuarantee; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiariesinsolvency. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultinterests.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of of, or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 30 180 days after specified notice from to comply with the Trustee or the Holders provisions of at least 25% Section 4.03 of the outstanding principal amount of Indenture; (v) failure by the Notes Company for 60 days after notice to comply with any of the its other agreements in the Indenture or the NotesIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: default (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 50.0 million (excluding amounts to the extent not covered by an enforceable insurance policy issued by an a reputable and creditworthy insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilitynot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viix) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Subsidiaries of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoingCompany that, in the case of an Event of Default arising from certain events of bankruptcy or insolvencytaken together, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of would constitute a majority in principal amount Significant Subsidiary of the then outstanding Notes may direct the Trustee Company as specified in its exercise of any trust Section 6.01(i) 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 relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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.6.01(j)

Defaults and Remedies. Events An "Event of Default includeDefault" occurs if: (i) default for 30 days the Company defaults in the payment when due of interestinterest on, on or Additional Interest Liquidated Damages, if any, with respect to, the Senior A1-5 Subordinated Notes and such default continues for a period of 30 days (whether or not prohibited by the subordination provisions of Article 10 of the Senior Subordinated Note Indenture); (ii) the default Company defaults in the payment when due of the principal of or premium, if any, on the NotesSenior Subordinated Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or nor not prohibited by the subordination provisions of Article 10 of the Senior Subordinated Note Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries fails to make the offer required or to purchase any of the Senior Subordinated Notes as required by Sections 4.10 and/or 4.15 of the Senior Subordinated Note Indenture; (iv) the Company fails to comply for 30 days after specified notice from to the Company by the Senior Subordinated Note Trustee with any of the provisions of Sections 4.07 or 4.09 of the Senior Subordinated Note Indenture; or the Company fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Subordinated Note Indenture or the Senior Subordinated Notes for 60 days after notice to the Company by the Senior Subordinated Note Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Senior Subordinated Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding voting as a single class; (ivv) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, or is created after the date of the Senior Subordinated Note Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) which default results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 50.0 million or more; (vvi) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its that are Restricted Subsidiaries to pay final or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and such judgment or judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed remain undischarged for a period (during which execution shall not be effectively stayed) of 60 consecutive days after days, provided that the aggregate of all such undischarged judgments become final and non-appealableexceeds $50.0 million; and (vivii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant Subsidiaries that are Restricted SubsidiariesSubsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law; (viii) except as permitted by the Senior Subordinated Note Indenture, any Subordinated Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Senior Subordinated Note Guarantor, or any Person acting on behalf of any Senior Subordinated Note Guarantor, shall deny or disaffirm its obligations under such Senior Subordinated Note Guarantor's Subordinated Subsidiary Guarantee; or (ix) the Company fails to deposit the required amounts into the Escrow Account pursuant to the Escrow Letter or any failure of the proceeds of the Escrow Account to be applied as required under the Escrow Letter. If any Event of Default occurs and is continuing, the Senior Subordinated Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable; provided, that so long as any Designated Senior Debt is outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any Designated Senior Debt or (ii) five Business Days after receipt by the Company and the Representative of the Designated Senior Debt of written notice of such acceleration of the Senior Subordinated Notes. Upon any such declaration, the Senior Subordinated Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Senior Subordinated Notes will become due and payable without further action or notice. Holders may not enforce the Senior Subordinated Note Indenture or the Senior Subordinated Notes except as provided in the Senior Subordinated Note Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Senior Subordinated Notes may direct the Senior Subordinated Note Trustee in its exercise of any trust or power. The Senior Subordinated Note Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding by notice to the Senior Subordinated Note Trustee may on behalf of the Holders of all of the Senior Subordinated Notes waive any existing Default or Event of Default and its consequences under the Senior Subordinated Note Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Senior Subordinated Notes. The Company is required to deliver to the Senior Subordinated Note Trustee annually a statement regarding compli- ance compliance with the Senior Subordinated Note Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Senior Subordinated Note Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Interest, if any, with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 60 days after specified notice from to the Company by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the NotesIndenture; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the Indenture, if that default: (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on, such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "“Payment Default"”); or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, ; and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 25.0 million or more; (vvi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (vii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (viviii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant Restricted SubsidiariesSubsidiary. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders Except in the case of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal of, premium or interest) Additional Interest, if it any, or interest on, any Note, the Trustee may withhold the notice of Default or Event of Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or 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 premium or Additional Interest, if any, on, or the principal of, the Notes. The Indenture requires the Company is required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture. Upon becoming aware of any Default, 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. Events of Default include: (i) default for 30 days in the payment when due of interestinterest and Special Interest, on or Additional Interest with respect toif any, on, the Notes whether Notes; (ii) default in the payment when due (at maturity, upon redemption or not prohibited otherwise) of the principal of, or premium on, if any, the Notes, (iii) failure by Parent or any of its Restricted Subsidiaries to comply with the provisions of Article 10 5 of the Indenture; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iiiiv) failure by the Company Parent or any of its Restricted Subsidiaries for 30 days after specified notice from to MagnaChip by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, voting as a single class, to comply with Section 4.10 or Section 4.15 of the Indenture; (v) failure by Parent or any of its Restricted Subsidiaries for 60 days after notice to MagnaChip by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the Indenture or the NotesIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Parent or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Parent or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee Guarantee now exists, or is created after the date of the this Indenture, if that default: (A) is caused by a failure to pay principal at of, premium on, if any, or interest on, if any, such Indebtedness in an aggregate amount in excess of $250,000 prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "“Payment Default"); ”) or (B) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 25.0 million or more; (vvii) failure by the Company Parent or any of its Restricted Subsidiaries to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of $20.0 25.0 million (excluding amounts covered by an enforceable insurance policy issued provided by an insurer with a Best's rating of at least B+, as to which the insurer carrier that has acknowledged liabilitycoverage in writing and has the ability to perform), which judgments are not paid, discharged bonded, discharged, stayed, annulled or stayed rescinded for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency with respect to the Company Parent, either Issuer or any of the other Restricted Subsidiaries of Parent that is a Significant Subsidiary or any group of Restricted Subsidiaries of Parent that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to Parent, either Issuer or any of the other Restricted Subsidiaries of Parent that is a Significant Subsidiary or any group of Restricted SubsidiariesSubsidiaries of Parent that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of payable immediately; provided that no such declaration will be permitted with respect to an Event of Default arising from certain events of bankruptcy the type referred to in clause (vi) of this paragraph 13 if the underlying Payment Default has been cured or insolvencywaived or the underlying acceleration has been waived or rescinded, all outstanding Notes will become due and payable without further action or noticeas the case may be. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, interest or interestSpecial Interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes Holders, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, interest or Special Interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company MagnaChip is required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company MagnaChip is required 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. 91 Under the Indenture, Events of Default include: include (i) default for 30 days the Company defaults in payment of interest which becomes payable after the payment when due Securities have been converted to semiannual coupon notes following the occurrence of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by 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 terms of the Indenture); (ii) the default in payment when due of the principal of or premiumPrincipal Amount at Maturity (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on the NotesRestated 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 nor not such payment shall be prohibited by Article 10 the terms of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the NotesSecurities, subject to notice and lapse of time; (iv) default under any mortgageDebt, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee Debt now exists, exists or is created after later, which default results in such Debt becoming or being declared due and payable prior to the date of the Indentureon which it would otherwise have become due and payable, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtednessall Debt so accelerated, together with all Debt due and payable but not paid prior to the principal amount end of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedgrace period, aggregates is $20.0 million 30,000,000 or more; (v) failure , and such acceleration has not been rescinded or annulled within a period of 30 days after receipt by the Company of a Notice of Default, subject to notice and lapse of time; provided, however, that if any such default shall be cured, waived, rescinded or any annulled, then the Event of its Restricted Subsidiaries Default by reason thereof shall be deemed not to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealablehave occurred; and (viv) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiariesinsolvency. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding Notes insolvency are Events of Default which will become result in the Securities becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives 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 then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultinterests.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of of, or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 30 180 days after specified notice from to comply with the Trustee or the Holders provisions of at least 25% Section 4.03 of the outstanding principal amount of Indenture; (v) failure by the Notes Company for 60 days after notice to comply with any of the its other agreements in the Indenture or the NotesIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: default (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 50.0 million (excluding amounts to the extent not covered by an enforceable insurance policy issued by an a reputable and creditworthy insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilitynot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding permitted 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 is required to deliver to the Trustee annually a statement regarding compli- ance with the Indenture, and the Company is required upon becoming aware of any Default Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or Event of Default, invalid or shall cease for any reason to deliver to the Trustee a statement specifying such Default or Event of Default.be in full

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of or premium, if any, on the NotesNotes when due at Stated Maturity, whether upon optional redemption, upon required repurchase, upon declaration or nor prohibited by Article 10 of the Indentureotherwise; (iii) failure by the Company or any to comply with Section 5.01 of its Restricted Subsidiaries the Twenty-Second Supplemental Indenture; (iv) failure by the Company for 30 180 days after specified notice from the Trustee or the Holders of at least 25% to comply with Section 4.03 of the outstanding principal amount of Twenty-Second Supplemental Indenture; (v) failure by the Notes Company for 60 days after notice to comply with any of the its other agreements in the Twenty-Second Supplemental Indenture (including Sections 3.09, 4.10 and 4.15 of the Twenty-Second Supplemental Indenture), the Base Indenture (as it relates to the Notes) or the Notes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the IndentureIssue Date, if that default: such default (Aa) is caused by a failure to pay principal at of, or premium or interest, if any, on such Indebtedness prior to the final stated maturity expiration of any grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $20.0 million million, provided, however, that if any such Payment Default is cured or morewaived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts to the extent not covered by an enforceable insurance policy issued by an a reputable and creditworthy insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilitynot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after days; (viii) any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than, in any such judgments become final and noncase, by reason of release of a Guarantor in accordance with Section 9.05 of the Twenty-appealableSecond Supplemental Indenture); and (viix) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of its Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Restricted SubsidiariesSubsidiary of the Company as specified in Section 6.01(a)(ix) or 6.01(a)(x) of the Twenty-Second Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvencyreorganization described in Section 6.01(a)(ix) or 6.01(a)(x) of the Twenty-Second Supplemental Indenture, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Twenty-Second Supplemental Indenture, the Base Indenture (as it relates to the Notes) or the Notes except as provided in the IndentureTwenty-Second Supplemental Indenture and the Base Indenture (as it relates to the Notes). Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interestpremium) if it determines that withholding notice is in their interest. 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 Twenty-Second Supplemental Indenture and the Base Indenture (as it relates to the Notes) except a continuing Default or Event of Default in the payment of interest on, or the principal of, of or premium or interest on the Notes. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, Twenty-Second Supplemental Indenture and the Company is Base Indenture (as it relates to the Notes), and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The following events constitute "Events of Default includeDefault" under the Indenture: (ia) default for 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the default in payment when due of the principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) the Company, GST USA or GST defaults in the performance of or breaches any other covenant or agreement of the Company, GST USA or GST in the Indenture or under the Notes, whether the Note Guarantee, the Fee Notes or nor prohibited by Article 10 the Intercompany Notes and such default or breach continues for a period of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after specified written notice from by the Trustee or the Holders of at least 25% or more in aggregate principal amount of the Notes; (d) there occurs with respect to any issue or issues of Indebtedness of GST or any Significant Subsidiary having an outstanding principal amount of the Notes to comply with any of the other agreements $5,000,000 or more in the Indenture aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (I) an event of default that has caused the Notesholder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (ive) default under any mortgage, indenture final judgment or instrument under which there may be issued or order (not covered by which there may be secured or evidenced any Indebtedness insurance) for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating money in excess of $20.0 million 5,000,000 in the aggregate for all such final judgments or orders against all such Persons (excluding amounts covered treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, GST USA, GST or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $5,000,000 during which a stay of enforcement of such final judgment or order, by an enforceable insurance policy issued by an insurer with reason of a Best's rating pending appeal or otherwise, shall not be in effect; (f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of at least B+the Company, GST USA, GST or (i) GST USA shall not have become a direct obligor on the Notes (other than Notes to be redeemed as to described under "Mandatory Redemption" for which the insurer has acknowledged liability)Company shall have deposited the redemption price) and GST shall not have become a guarantor of the Notes by May 1, which judgments are not paid, discharged 2003. If an Event of Default (other than an Event of Default specified in clause (f) or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vig) certain events of bankruptcy or insolvency above that occurs with respect to the Company Company, GST USA, or any of its Significant Restricted Subsidiaries. If any Event of Default GST or clause (h)) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the Accreted Value of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of If a bankruptcy or insolvencyinsolvency default with respect to the Company, all outstanding GST USA or GST occurs and is continuing, the Accreted Value of, premium, if any, and accrued interest on the Notes will become automatically becomes due and payable without further action or noticepayable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default include: (ia) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (iib) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited ; (c) failure by the Company to comply with Sections 4.7 through 4.12 and Article 10 V of the Indenture; (iiid) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the covenant, representation or warranty or other agreements in the Indenture or the Notes; (ive) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: which default (Ai) is caused by a failure to pay principal at the final stated maturity of or premium or interest on such Indebtedness (giving effect prior to the expiration of any applicable grace periods and any extension thereof) period provided in such Indebtedness (a "Payment Default"); , or (Bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates [$20.0 10.0] million or more; (vf) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of [$20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)10.0] million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after days; (g) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such judgments become final case, such Guarantor and non-appealableits Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries; (i) the Subsidiary Guarantees provided by the Guarantors that would constitute a Significant Subsidiary cease to be in full force and effect of such Guarantors deny or disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Security Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the Collateral or (B) the Security Agreement shall be terminated or cease to be in full force and effect if, in either case, such default continues for 30 days after notice or the enforceability thereof shall be contested by the Company or any Guarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. (a) Events of Default under the Indenture include: (i) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Registration Default Damages with respect to, the Notes (whether or not prohibited by Article 10 the subordination provisions of the Indenture); (ii) the default in payment when due of the principal of or premium, if any, on the Notes, Notes (whether or nor not prohibited by Article 10 the subordination provisions of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from to comply with the Trustee provisions of Sections 4.07, 4.09, 4.10 or the Holders of at least 25% 4.15 of the outstanding principal amount Indenture; (iv) failure by the Company to comply with its obligations under 5.01 hereof; (v) failure by the Company or any of the Notes its Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture or the Notes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "Payment Default"); ) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee(s) of any Guarantor that is a Significant Subsidiary or of any group of Guarantors that collectively would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any group of Guarantors that collectively would constitute a Significant Subsidiary, or any Person acting on behalf of any such judgments become final and non-appealableGuarantor or group of Guarantors, shall deny or disaffirm the obligations of each such Guarantor under its Subsidiary Guarantee; and (viix) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. . (b) If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes 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 Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to shall deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company is required Company, upon becoming aware of any Default or Event of Default, to shall deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default with respect to the Notes include: (i) failure by the Issuer to pay interest on any Notes when such interest becomes due and payable and the default continues for a period of 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenturedays; (ii) failure by the default in payment when due of Issuer to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the IndentureControl Offer); (iii) failure by the Company or any of its Restricted Subsidiaries Obligors for 30 60 days after specified notice from to the Obligors by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture or (except (i) in the Notescase of a default with respect to Section 5.01 of the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture); (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension extensions thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the stated principal amount of any Indebtedness of the Issuer, the Guarantor or any Restricted Subsidiary of the Guarantor, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Issuer, the Guarantor or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at final stated maturity or the maturity of which has been so acceleratedaccelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $20.0 500.0 million or moremore at any time; (v) failure by the Company Issuer, the Guarantor or any of its the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Issuer or the Guarantor in writing of its inability to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, its debts as to which the insurer has acknowledged liability), which judgments are not paid, discharged they become due; or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events a court of bankruptcy competent jurisdiction enters an order or insolvency with respect to decree under any Bankruptcy Law that is for relief against the Company Issuer or the Guarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Issuer, the Guarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Issuer, the Guarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Issuer, the Guarantor or any of the Restricted Subsidiaries of the Guarantor that is a Material Subsidiary or any group of Restricted Subsidiaries of the Guarantor that, taken together, would constitute a Material Subsidiary and the order or decree remains unstayed and in effect for 60 consecutive days; or (vii) the Guarantee ceases to be in full force and effect, other than in accordance with the terms of the Indenture, or the Guarantor denies or disaffirms in writing its Significant Restricted Subsidiariesobligations under the Guarantee, other than in accordance with the terms thereof or upon release of the Guarantee in accordance with the Indenture. If any Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Obligors and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain the events of bankruptcy or insolvencyinsolvency specified in clauses (v) or (vi) in the second preceding paragraph above occurring with respect to the Issuer or the Guarantor, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Holders, rescind an acceleration or 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 premium, if any, on, or the principal of, the Notes. The Company is Obligors are required to deliver to the Trustee annually a statement regarding compli- ance compliance with the Indenture, and the Company is required upon Obligors are required, within five Business Days of any Authorized Person becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (ia) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Liquidated Damages, if any, with respect to, the Notes whether or not prohibited by Article 10 and such default continues for a period of the Indenture30 days; (iib) the default in the payment when due of the principal of of, or premium, if any, on on, the Notes, whether or nor prohibited ; (c) failure by Article 10 the Company to comply with any of the provisions of Section 5.01 of the Indenture; (iiid) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture or the Notes for 30 60 days after specified written notice from to the Company by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding; (ivf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: which default (Ai) is caused by a failure to pay principal at the final stated maturity of or premium, if any, or interest on such Indebtedness (giving effect prior to any applicable the expiration of the grace periods and any extension thereof) period provided in such Indebtedness (a "Payment Default"); ) or (Bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $20.0 million 15,000,000 or more, and such default shall not have A1-5 been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (vg) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries to pay final Subsidiaries, and such judgment or judgments aggregating in excess remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such unpaid or undischarged judgments exceeds $20.0 million 15,000,000 (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilityinsurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Restricted Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Indenture or the release of such Subsidiary Guarantee in accordance with the Indenture). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment of the 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, Redemption Price, Purchase Price or Fundamental Change Repurchase Price on any Note when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration, when due of interest, on for purchase by the Company or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indentureotherwise; (ii) default in the payment of any cash interest upon any Note when such interest becomes due and payable, and such default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indentureinterest shall continue for 30 days; (iii) failure by the Company to deliver shares of Class A Common Stock (together with cash in lieu of fractional shares), or any cash instead, when such Class A Common Stock (or cash in lieu of its Restricted Subsidiaries fractional shares), or cash instead, is required to be delivered upon conversion of a Note and such failure continues for 30 days after specified notice from 10 days; (iv) failure by the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes Company to comply with any of the other its agreements in the Indenture Notes or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any Indenture covering mergers and sales of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or moreassets; (v) failure by the Company or to comply with any of its Restricted Subsidiaries obligations or agreements under the Indenture with respect to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed Notes and such failure continues for a period of 60 consecutive days after receipt by the Company of a Notice of Default, provided that this provision does not apply where the Indenture specifically provides otherwise; (vi) nonpayment of the Indebtedness of the Company or any Restricted Subsidiary within any applicable grace period after final maturity or acceleration of such judgments become final Indebtedness by its holders because of a default and non-appealablethe total amount of such unpaid or accelerated Indebtedness exceeds 5% of the aggregate outstanding principal amount of all Indebtedness of the Company and the Restricted Subsidiaries; and (vivii) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization affecting the Company or any of its Significant Restricted SubsidiariesCompany. If any an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then outstanding Notes at the time Outstanding, may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which will result in the Notes will become becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the 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 of the Notes Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultinterests.

Defaults and Remedies. Events An Event of Default includeis: (ia) default for 30 days or more in the payment when due of interestany installment of interest or Registration Default Damages, if any, on or Additional Interest with respect tothe Convertible Subordinated Notes, the Notes whether or not such payment is prohibited by Article 10 the subordination provisions of the Indenture; (iib) the default in payment when due of the principal of or premium, if any, on the Convertible Subordinated Notes, when due and payable, whether or nor not such payment is prohibited by Article 10 the subordination provisions of the Indenture; (iiic) default in the payment of the Fundamental Change Payment in respect of the Convertible Subordinated Notes on the date therefor, whether or not such payment is prohibited by the subordination provisions of the Indenture; (d) failure to provide timely notice of a Fundamental Change; a default in the Company's obligation to redeem the Convertible Subordinated Notes after it has exercised its redemption option, whether or not such payment is prohibited by the subordination provisions of the indenture; (e) a default in its obligation to satisfy its conversion obligation upon exercise of a holder's conversion right; (f) the Company defaults (other than a default set forth in clauses (a), (b), (c) and (d) above) in the performance of, or breaches, any other covenant or warranty of its Restricted Subsidiaries for the Company set forth in this Indenture or the Convertible Subordinated Notes and fails to remedy such default or breach within a period of 30 days after specified the receipt of written notice from the Trustee or the Holders holders of at least 25% in aggregate Principal Amount of the then outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Convertible Subordinated Notes; (ivg) a default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any subsidiary of its Restricted Subsidiaries the Company (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) subsidiaries), whether such Indebtedness or guarantee now exists, exists on the date of this Indenture or is created after the date of the Indenturethereafter, if that default: which default (Ai) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); Default or (Bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity (without such acceleration being rescinded or annulled) and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million 5,000,000 or more; (vh) failure a final, non-appealable judgment or final, non-appealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any subsidiaries of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+the Company and remain unstayed, as to which the insurer has acknowledged liability), which judgments are not paid, discharged unbonded or stayed undischarged for a period (during which execution shall not be effectively stayed) of 60 consecutive days after days, provided that the aggregate amount of all such judgments become final and non-appealableexceeds $5,000,000; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any subsidiary, pursuant to or within the meaning of any Bankruptcy Law commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a Custodian of it or for all or substantially all of its Significant Restricted Subsidiariesproperty, makes a general assignment for the benefit of its creditors, makes the admission in writing that it generally is unable to pay its debts as the same become due; (j) a court of competent jurisdiction enters a judgment, order or decree under any Bankruptcy Law that is for relief against the Company or any subsidiary in an involuntary case, appoints a Custodian of the Company or any subsidiary, and the order or decree remains unstayed and in effect for 90 days or orders the liquidation of the Company or any subsidiary, and the order or decree remains unstayed and in effect for 90 days. If any an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount aggregate Principal Amount of the then outstanding Convertible Subordinated Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Registration Default Damages, if any, on all the Convertible Subordinated Notes then outstanding to be due and payable. Notwithstanding the foregoingpayable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency, or insolvencyreorganization with respect to the Company or any of its subsidiaries, all outstanding Convertible Subordinated Notes will become due and payable without further action or notice. Holders of Convertible Subordinated Notes may not enforce the Indenture or the Convertible Subordinated Notes except as provided in the Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Convertible Subordinated Notes. Subject to certain limitations, Holders holders of a majority in principal amount of the then outstanding Convertible Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes holders notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal principal, premium, if any, or interestinterest or Registration Default Damages, if applicable) if it determines that withholding notice is in their interest. 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 Notesinterests. The Company is required to deliver must furnish annual compliance certificates to the Trustee annually a statement regarding compli- ance 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 DefaultTrustee.

Defaults and Remedies. Events (A) Any one of Default includethe following shall be a default by Tenant: (1) if Tenant fails to pay Rent, Security Deposit or other money, or to provide a certificate of insurance or to provide an estoppel certificate as required by Article 27 within five (5) days of when due, or (2) if Tenant fails to perform or observe any agreement or condition on its part to be performed or observed, other than the defaults mentioned in the preceding clause (1) or in clauses (3) through (8) below, or if Tenant defaults under any other lease or agreement between Tenant and Landlord or an affiliate of Landlord, or (3) if Tenant’s leasehold interest is levied on, attached or taken by any process of law, or (4) if Tenant makes an assignment of its property for the benefit of creditors, or (5) if any bankruptcy, insolvency or reorganization proceeding or arrangement with creditors (whether through court or by proposed composition with creditors) is commenced by or against Tenant, or (6) if a receiver or trustee is appointed for any of Tenant’s property, or (7) if this Lease is transferred to or devolves on, or the Leased Premises is occupied by, anyone other than Tenant except if specifically permitted by this Lease, or (8) if Tenant closes the Leased Premises or ceases doing business at the Leased Premises. (B) If (i) a default for 30 days described in the payment when due of interestsubsection 15(A)(1) or in subsections 15(A)(3) through (7) inclusive occurs, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; (ii) the a default described in payment when due of the principal of subsections 15(A)(2) or premium15(A)(8) occurs and continues for more than fifteen (15) days after written notice from Landlord, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or then in any of such cases Landlord or its Restricted Subsidiaries agent shall have the right to enter the Leased Premises and dispossess Tenant and all other occupants and their property by legal proceedings, use of reasonable force (under the condition allowed in Article 15(F) hereof) or otherwise. Tenant hereby waives any claim it might have for 30 trespass or conversion or other damages if Landlord exercises such remedies. Landlord may exercise the remedies just mentioned without terminating this Lease. As an independent cumulative right to obtaining possession without terminating this Lease, Landlord shall have the right to terminate this Lease by giving Tenant written notice specifying the day of termination (which shall be not less than five (5) days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenturenotice), on which date this Lease and all of Tenant’s rights will cease as a conditional limitation, as if that default: date specified in Landlord’s notice was the original date for expiration of this Lease; but in all cases Tenant shall remain liable as hereinafter provided. (AC) is caused Notwithstanding any re-entry, dispossession or termination of the Lease by a failure Landlord, Tenant will remain liable for damages to pay principal at Landlord in an amount equal to the final stated maturity aggregate of all Rents and other charges required to be paid up to the time of such Indebtedness (giving effect re-entry, dispossession or termination, and for Landlord’s damages arising out of the failure of Tenant to any applicable grace periods observe and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, perform Tenant’s covenants and, in addition, for each casemonth of the period which would otherwise have constituted the balance of the Lease Term, Tenant shall pay any deficiency between the principal amount monthly installment of any such IndebtednessBase Rent plus the Tax Rent, together with Common Area Rent and all other Rent that would have been payable, less the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal net amount of the then outstanding Notes rents actually collected by Landlord from a new tenant, if any. Tenant will not be entitled to any surplus. Furthermore, Tenant will be liable to Landlord for all the expenses Landlord incurs for: legal fees related to obtaining possession and making a new lease with another tenant; brokerage commissions in obtaining another tenant; and expenses incurred in putting the Leased Premises in good order and preparing for re-rental (together herein referred to as “Reletting Costs”). In addition, Landlord may relet the Leased Premises, or any part thereof, for a term which may be less or more than the period which would have constituted the balance of the Lease Term and may grant reasonable concessions or free rent to a new tenant. Landlord’s failure to relet the Leased Premises to a new tenant shall not release or affect Tenant’s liability; and Landlord shall not be liable for failure to relet, or for failure to collect rent under such reletting. Notwithstanding anything contained in Article 15 to the contrary, in the event Tenant’s default and removal from the Leased Premises, Landlord will make reasonable efforts to mitigate its damages as may be required by, and in accordance with, applicable law and ii accordance with Landlord’s usual business practices. However, Landlord shall not be obligated to lease the Leased Premises to a tenant for a rent that is less than prevailing market rates or to a tenant whose use, reputation, experience, or financial status Landlord, in its sole judgment, deem undesirable, or to re-let the Leased Premises before leasing other stores Landlord may have available Nothing contained herein is intended to modify any of Tenant’s obligations or Landlord’s remedies under the Lease. (D) In any case where Landlord shall have the right to hold Tenant liable monthly, Landlord may elect to declare all the Notes aggregate Rent for the remaining balance of the Lease Term, as well as all accrued Rent, to be immediately due and payable, and to recover immediately against Tenant all such Rent (for loss of a bargain and not as a penalty). (E) In the event of a breach or threatened breach of the Lease by Tenant, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity Mention of any particular remedy shall not preclude Landlord from any other remedy in law or in equity. (F) Tenant waives service of notice of intention to re-enter or institute legal proceedings to that end. Tenant waives any rights of redemption as to the Leased Premises granted by any present or future laws. The words “re-enter” and “re-entry” are not restricted to their technical legal meaning. Notwithstanding the foregoing, Landlord may use force to dispossess Tenant only in the case following situations: (i) it is pursuant to law or a court order, judgment or decree; or (ii) Tenant has not been operating its business at the Leased Premises open to the public as required by Article 9(C) of an Event this Lease for more than seven (7) business days. (G) Landlord and Tenant mutually agree that they hereby waive trial by jury in any action, proceeding or counterclaim brought by either against the other as to any matters arising out of Default arising from certain events or in any way connected with this Lease, or their relationship as Landlord and Tenant, or Tenant’s use or occupancy. Tenant agrees that no counterclaim or setoff will be interposed in any action by Landlord based on non-payment of bankruptcy Rent, even if such counterclaim or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders setoff is based on Landlord’s alleged breach of a majority in principal amount duty to repair or alleged breach of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 onquiet enjoyment, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultother allegation.

Defaults and Remedies. Events of Default include: : (i) default for 30 days in the payment when due of interestinterest or Liquidated Damages, if any, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenture; ; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; Notes ; (iii) failure by the Company Issuers to comply with the repurchase provisions of Sections 3.09, 4.08, 4.14 or any 4.25 of its Restricted Subsidiaries the Indenture or the covenants contained in Section 4.05 or 4.09 of the Indenture; (iv) failure by the Issuers for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes any Holder to comply with any of the its other agreements in the Indenture or the Notes; ; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Issuers or any of its their Restricted Subsidiaries (or the payment of which is guaranteed by the Company Issuers or any of its their Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIndenture having an outstanding principal amount of more than $5.0 million, individually or in the aggregate, if that default: such Indebtedness has been accelerated (Aor has matured) is caused by a failure to pay or any default in the payment of principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in which entitles the acceleration holder of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or accelerate the maturity thereof regardless of which has been so accelerated, aggregates $20.0 million or more; acceleration of maturity; (vvi) failure by the Company Issuers or any of its their Restricted Subsidiaries to pay final non-appealable judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)5.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (vii) any Guarantee of a Significant Guarantor shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company effect, or any of its Significant Restricted Subsidiaries. If Guarantor, or any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may Person acting on behalf of any Significant Guarantor, shall deny or disaffirm its obligations under its Guarantee; (viii) any Gaming License relating to a Material Gaming Facility is revoked, terminated or suspended or otherwise ceases to be effective, resulting in the Holders cessation or suspension of operation for a period of more than 30 days of any material portion or aspect of the Gaming Business of any Gaming Facility; (ix) the Member Notes represent Indebtedness for more than 90 days; (x) either Issuer, any Significant Subsidiary of either Issuer, or any group of Subsidiaries of either Issuer that, considered together, would constitute a Significant Subsidiary of either Issuer, pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a custodian of it or for all, or substantially all, of its property, (D) makes a general assignment for the benefit of its creditors, or (E) admits in writing its inability to pay its debts as they become due; and (xi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against either Issuer, any Significant Subsidiary of either Issuer, or any group of Subsidiaries of either Issuer that, considered together, would constitute a Significant Subsidiary of either Issuer, in an involuntary case, (B) appoints a custodian of either Issuer or any Significant Subsidiary of either Issuer, or for all or substantially all of the Notes waive property of either Issuer or any existing Default or Event Significant Subsidiary of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest oneither Issuer, or (C) orders the principal ofliquidation of either Issuer, the Notes. The Company is required to deliver to the Trustee annually any Significant Subsidiary of either Issuer, or any group of Subsidiaries that, considered together, would constitute a statement regarding compli- ance with the Indenture, Significant Subsidiary of either Issuer; and the Company is required upon becoming aware of any Default order or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultdecree remains unstayed and in effect for 60 consecutive days.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Liquidated Damages with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Subsidiaries to comply with the provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 60 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the its other agreements in the Indenture or the Notes; (ivv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: which default (Aa) is caused by a failure to pay principal at of or premium, if any, or interest on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "Payment Default"); ) or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 5.0 million or more; (vvi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)5.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Restricted Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Under the Indenture, Events of Default include: include (i) default in the payment of any interest upon any Note for 30 days in the payment when due of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the Indenturemore after becomes due; (ii) the default in the payment when due of the principal of or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indentureany Note at its Stated Maturity; (iii) failure by default in the performance, or breach, of any other covenant or warranty of the Company in the Indenture, and continuance of such default or any breach for a period of its Restricted Subsidiaries for 30 60 days after specified notice from there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the outstanding in principal amount of the outstanding Notes a written notice specifying such default or breach and requiring it to comply with any be remedied and stating that such notice is a “Notice of Default” under the other agreements in the Indenture or the NotesIndenture; (iv) default under any mortgagefailure to pay when due the principal of, indenture or instrument under which there may be issued or by which there may be secured or evidenced acceleration of, any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (a Subsidiary, which Indebtedness, individually or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturityaggregate, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating is in excess of $20.0 25.0 million (excluding amounts covered principal amount, without such Indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by an enforceable insurance policy issued registered or certified mail, to the Company by an insurer with a Best's rating the Trustee or to the Company and the Trustee by the Holders of at least B+, as 25% in principal amount of the outstanding Notes a written notice specifying such default and requiring the Company to which the insurer has acknowledged liability), which judgments are not paid, cause such Indebtedness to be discharged or stayed for cause such acceleration to be rescinded or annulled and stating that such notice is a period “Notice of 60 consecutive days after such judgments become final and non-appealableDefault” under the Indenture; and (viv) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company or any of its a Significant Restricted SubsidiariesSubsidiary. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, all outstanding insolvency are Events of Default which shall result in the Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 DefaultHolders.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due and payable of interestinterest on, on or Additional Interest Interest, if any, with respect to, the Notes whether or not prohibited by Article 10 of the IndentureFloating Rate Notes; (ii) the default in the payment when due and payable (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Floating Rate Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 60 days after specified receipt of written notice from given by the Trustee or the Holders of at least 2530% of the outstanding in principal amount of the then outstanding Notes issued under the Indenture to comply with any of the its other agreements in the Indenture or the Floating Rate Notes; (iv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries the Guarantors (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) the Guarantors), whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that defaultdefault both: (a) (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect prior to any applicable the expiration of the grace periods and any extension thereof) period provided in such Indebtedness on the date of such default (a "Payment Default"); , or (B) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the acceleration holder or holders of such Indebtedness causing such Indebtedness to become due prior to its express stated final maturity, and, in each case, ; and (b) the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregates aggregate $20.0 40.0 million or moremore at any one time outstanding; (v) failure by the Company or any Significant Subsidiary (or any group of its Restricted Subsidiaries that together would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $20.0 40.0 million (excluding amounts and not covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)insurance, which final judgments are not paidremain unpaid, discharged or stayed undischarged and unstayed for a period of more than 60 consecutive days after such judgments become final judgment becomes final, and non-appealablein the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary); or (vii) the Guarantee of any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any Responsible Officer of any Guarantor that is a Significant Subsidiary (or the Responsible Officers of any group of Subsidiaries that together would constitute a Significant Subsidiary), as the case may be, denies that it has any further liability under its Significant Restricted SubsidiariesGuarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 is required to deliver to the Trustee annually a statement A1-9 regarding compli- ance compliance with the Indenture, and the Company is required upon required, within 10 Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officers' Certificate specifying such Default or Event of DefaultDefault and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of of, or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 30 180 days after specified notice from to comply with the Trustee or the Holders provisions of at least 25% Section 4.03 of the outstanding principal amount of Indenture; (v) failure by the Notes Company for 60 days after notice to comply with any of the its other agreements in the Indenture or the NotesIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: default (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 50.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 50.0 million (excluding amounts to the extent not covered by an enforceable insurance policy issued by an a reputable and creditworthy insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilitynot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding permitted 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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.Subsidiary Guarantee shall be held in

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest, interest on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 of the IndentureNotes; (ii) the default in payment when due of the principal of of, or premium, if any, on the Notes, whether or nor prohibited by Article 10 of the Indenture; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or any 5.01 of its Restricted Subsidiaries the Indenture; (iv) failure by the Company for 30 180 days after specified notice from to comply with the Trustee or the Holders provisions of at least 25% Section 4.03 of the outstanding principal amount of Indenture; (v) failure by the Notes Company for 60 days after notice to comply with any of the its other agreements in the Indenture or the NotesIndenture; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, exists or is created after the date of the Indenture, if that default: default (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "“Payment Default"); ”) or (Bb) results in the acceleration of such Indebtedness prior to its express maturityStated Maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 15.0 million or more; provided, however, that if any such Payment Default is cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, such Event of Default and any consequential acceleration of the Notes shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 15.0 million (excluding amounts to the extent not covered by an enforceable insurance policy issued by an a reputable and creditworthy insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilitynot disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealabledays; and (viviii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding permitted 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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.Subsidiary Guarantee shall be held in

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of the Accreted Value, 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, (ii) default in the payment of any cash interest when due and payable, and continuance of interestsuch default for a period of 30 days, on (iii) failure by the Company to comply with other agreements or Additional Interest with respect tocovenants in the Indenture or the Securities, subject to notice and lapse of time; (iv) default by the Notes whether Company under any instrument or not prohibited by Article 10 instruments under which there is or may be secured or evidenced any Indebtedness of the Indenture; Company (iiother than the Securities) having an outstanding principal amount of $50,000,000 (or its foreign currency equivalent) or more, individually or in the aggregate, that has caused the holders thereof to declare such Indebtedness to be due and payable prior to its stated maturity, unless such declaration has been rescinded within 30 days, (v) a default by the Company in the payment when due of the principal of any bond, debenture, note or premium, if any, on the Notes, whether or nor prohibited by Article 10 other evidence of the Indenture; (iii) failure by the Company Company's Indebtedness, in each case for money borrowed, or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notes; (iv) default payment of principal under any mortgage, indenture indenture, agreement or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Company for money borrowed by the Company borrowed, which default for payment of principal is, individually or any of its Restricted Subsidiaries in an aggregate principal amount exceeding $50,000,000 (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiariesforeign currency equivalent) whether when such Indebtedness becomes due and payable (whether at maturity, upon redemption or guarantee now existsacceleration or otherwise), if such default shall continue unremedied or is created unwaived for more than 30 days after the date expiration of any grace period or extension of the Indenture, if that default: (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (giving effect to any time for payment applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealablethereto; and (vi) certain events of bankruptcy or bankruptcy, insolvency with respect to the Company or any of its Significant Restricted Subsidiariesand reorganization. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interestamounts specified in clause (ii) above) if it determines that withholding notice is in their interest. 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultinterests.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interestinterest on, on or Additional Interest with respect to, the Notes (whether or not prohibited by Article 10 the subordination provisions of the Indenture); (ii) the default in payment when due of the principal of or premium, if any, on the Notes, Notes (whether or nor not prohibited by Article 10 the subordination provisions of the Indenture; ), (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.07, 4.09 or 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from to comply with the Trustee provisions of Section 4.10 or the Holders of at least 25% 4.15 of the outstanding principal amount Indenture; (v) failure by the Company or any of the Notes its Restricted Subsidiaries for 60 days after notice to comply with any of the its other agreements in the Indenture or the Notes; (ivvi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default: (Aa) is caused by a failure to pay principal at of, or interest or premium, if any, on such Indebtedness prior to the final stated maturity expiration of the grace period provided in such Indebtedness on the date of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) default (a "Payment Default"); or (Bb) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (vvii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability)million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee or Parent Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and non-appealableeffect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee or Parent Guarantee; and (viix) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Restricted Subsidiary of its the Company that would constitute a Significant Subsidiary or any group of Restricted SubsidiariesSubsidiaries of the Company that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding payable immediately; provided, however, that so long as any Designated Senior Debt is outstanding, such declaration shall not become effective until the foregoing, in earlier of (i) the case day which is five business days after receipt by the representatives of an Event Designated Senior Debt of Default arising from certain events such notice of bankruptcy acceleration; or insolvency, all outstanding Notes will become due and payable without further action or notice(ii) the date of the acceleration of any Designated Senior Debt. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes 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 or premium and Additional Interest, if any on, or the principal of, the Notes (including in connection with an offer to purchase). In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to 2008, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to 2008, then the premium specified in the Indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The Company is required to deliver to the Trustee annually a statement regarding compli- ance 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. Events of Default include: (ia) default for 30 days in the payment when due of interestinterest on, on or Additional Interest Liquidated Damages, if any, with respect to, the Notes whether or not prohibited by Article 10 and such default continues for a period of the Indenture30 days; (iib) the default in the payment when due of the principal of of, or premium, if any, on on, the Notes, whether ; (c) failure by the Company to comply with any of the provisions of Sections 3.10 or nor prohibited by Article 10 5.01 of the Indenture; (iiid) failure by the Company or any of its Restricted Subsidiaries to comply with any of the provisions of Section 4.15 of the Indenture; (e) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other covenant or other agreement in the Indenture or the Notes for 30 60 days after specified written notice from to the Company by the Trustee or the Holders of at least 25% of the outstanding in aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture or the Notesthen outstanding; (ivf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries) ), whether such Indebtedness or guarantee now exists, or is created after the date of the IndentureIssue Date, if that default: which default (Ai) is caused by a failure to pay principal at the final stated maturity of or premium, if any, or interest on such Indebtedness (giving effect prior to any applicable the expiration of the grace periods and any extension thereof) period provided in such Indebtedness (a "Payment Default"); ) or (Bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $20.0 million 20,000,000 or more, and such default shall not have been cured or waived or any such acceleration rescinded, or such Indebtedness is repaid, within 10 Business Days after the running of such grace period or the occurrence of such acceleration; (vg) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries to pay final Subsidiaries, and such judgment or judgments aggregating in excess remain unpaid, unstayed or undischarged for a period (during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such unpaid or undischarged judgments exceeds $20.0 million 20,000,000 (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liabilityinsurance), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vih) certain events of bankruptcy or insolvency with respect to the Company or any of its Subsidiaries that, when taken together, would constitute a Significant Restricted Subsidiary or any of its Significant Subsidiaries; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee (other than by reason of termination of the Indenture or the release of such Subsidiary Guarantee in accordance with the Indenture). If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of 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 A2-8 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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. Under the Indenture, Events of Default include: include (i) default for 30 days in the payment of interest when it becomes due and payable or in the payment of interest, on or Additional Interest with respect to, the Notes whether or not prohibited by Article 10 any Liquidated Damages which default in either case continues for a period of the Indenture30 days; (ii) the default in payment when due of the principal of amount or premiumRedemption Price, if anyas the case may be, on the Notes, whether or nor prohibited by Article 10 in respect of the IndentureSecurities when the same becomes due and payable; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of the other agreements in the Indenture or the NotesSecurities, subject to notice and lapse of time; (iv) default under any mortgagebond, indenture debenture, note or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness other evidence of indebtedness for money borrowed by of the Company or any Subsidiary having an aggregate outstanding principal amount of its Restricted Subsidiaries in excess of $25,000,000 (or excluding such indebtedness of any Subsidiary other than a Significant Subsidiary, all the payment indebtedness of which is guaranteed by nonrecourse to the Company or any other Subsidiary), which default shall be with respect to payment or shall have resulted in such indebtedness being accelerated, without such indebtedness being discharged or such acceleration having been rescinded or annulled, subject to notice and passage of its Restricted Subsidiariestime; and (v) whether such Indebtedness certain events of bankruptcy, insolvency or guarantee now existsreorganization of A-10 the Company or any Significant Subsidiary. If an Event of Default with respect to Securities of this series shall occur and be continuing, or is created after the principal amount through the acceleration date of and accrued and unpaid interest on the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, if that default: (A) is caused by a failure to pay principal at insolvency or reorganization of the final stated maturity of such Indebtedness (giving effect to any applicable grace periods and any extension thereof) (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each caseCompany, the principal amount of any such Indebtedness, together with and accrued and unpaid interest on the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $20.0 million or more; (v) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $20.0 million (excluding amounts covered by an enforceable insurance policy issued by an insurer with a Best's rating of at least B+, as to which the insurer has acknowledged liability), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such judgments become final and non-appealable; and (vi) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will Securities Outstanding shall become due and payable immediately without further action any declaration or notice. Holders may not enforce other act on the Indenture part of the Trustee or any Holder, all as and to the Notes except as extent provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to NO RECOURSE AGAINST OTHERS No recourse shall be had for the payment of the principal of or the interest) , if it determines that withholding notice is any, on this 2015 Note, for any claim based hereon, or otherwise in their interest. The Holders of a majority respect hereof, or based on or in aggregate principal amount respect of the Notes then outstanding Indenture or any indenture supplemental thereto, against any incorporator, shareholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, whether by notice to virtue of any constitution, statute or rule of law or by the enforcement of any assessment of penalty or otherwise, all such liability being, by acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. AUTHENTICATION This 2015 Note shall not be valid until the Trustee may or an authenticating agent manually signs the certificate of authentication on behalf the other side 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 is required to deliver to the Trustee annually a statement regarding compli- ance 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 Defaultthis 2015 Note.