Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 the Guarantor to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.

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 which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of Notes or the Indenture which default in either case continues for 30 daysGuarantees; (ii) default in payment of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of Notes or the Indenture 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 Guarantees when the same becomes due and payable; , at maturity, upon acceleration, redemption or otherwise, (iii) failure by the Company or the Guarantor any Obligor to comply with any of its other agreements in the Indenture Indenture, the Notes or the Securities, subject Guarantees for 60 days after written notice to notice and lapse the Company by the Trustee or the Holders of timenot less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) (a) failure of 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 Restricted Subsidiary (or the Guarantor to make any payment of which is guaranteed by the end Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of any applicable the grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000a “Payment Default”), or (b) results in the acceleration of Debt such Indebtedness prior to its express maturity (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 an each case, the due and payable principal amount (taken of any such Indebtedness, together with amounts in 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 $100 million or more; (av) above) in excess certain final judgments for the payment of $50,000,000 because money that remain undischarged for a period of a default with respect to 60 days after such Debt without such Debt having been discharged judgment or such acceleration having been cured, waived, rescinded or annulled, subject to notice judgments become final and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingnon-appealable; and (vvi) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Securities Notes and Guarantees to be due and payable 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. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time 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 Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest, if any) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, 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. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.

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 which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Guarantor Indenture; (iv) failure by the Company for 180 days after notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture Indenture; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the Securitiespayment of which is guaranteed by the Company or any of its Restricted Subsidiaries), subject to notice and lapse whether such Indebtedness or guarantee now exists or is created after the date of time; (iv) the Indenture, if that default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt provided in an amount such Indebtedness (taken together with amounts in (ba “Payment Default”) below) in excess of $50,000,000, or (b) results in the acceleration of Debt such Indebtedness prior to its Stated Maturity, and, in an each case, the principal amount (taken of any such Indebtedness, together with amounts in (a) above) in excess 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 $50,000,000 because of a default with respect to such Debt without such Debt having been discharged 50.0 million or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of timemore; provided, however, that if any such failure Payment Default is cured or waived or any such acceleration referred to in (a) rescinded, or (b) above shall cease such Indebtedness is repaid, within a period of 60 days from the continuation of such Payment Default beyond the applicable grace period or be curedthe occurrence of such acceleration, waivedas the case may be, rescinded or annulled, then the such Event of Default by reason thereof and any consequential acceleration of the Notes shall be deemed automatically rescinded, so long as such rescission does not conflict with any judgment or decree; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be continuingunenforceable 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; and (vix) certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization 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 Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. If an any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes, by notice to the time outstandingIssuers and the Trustee, may declare all the Securities Notes to be due and payable immediately, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Certain events of bankruptcy or insolvency are Events Notwithstanding the preceding, if an Event of Default which will result specified in clause (i) or (j) of Section 6.01 of the Securities becoming 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 any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes shall become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice, together with all accrued and unpaid interest, Additional Interest, if any, and premium, if any, thereon. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal, interest, premium or (ii) aboveAdditional Interest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, interest or Additional Interest, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default defaults in the payment of contingent interest on, or Liquidated Damages, if any, with respect to the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for a period of 30 days; (ii2) default defaults in the payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 Notes when the same becomes due and payablepayable at maturity, upon redemption or otherwise; (iii3) failure by the Company OI Group or the Guarantor any of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture, the Notes, the Guarantees of the Notes (with respect to any Guarantor) and the Collateral Documents (with respect to any Restricted Subsidiary which has pledged assets or property to secure its obligations under the Indenture and the Notes); (4) 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 OI Group or any Restricted Subsidiary (or the Securitiespayment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, subject to notice and lapse of time; (iv) or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in a “Payment Default”); or (b) below) 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 any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50,000,00050.0 million, or (b) the acceleration of Debt in an amount (taken such Indebtedness together with amounts in 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 $100.0 million or more; (a5) above) any final judgment or order for payment of money in excess of $50,000,000 because 50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (6) except as permitted by the Indenture or the Collateral Documents, 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 default 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 entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or ), (b) above shall cease and (c), the order or be cureddecree remains unstayed and in effect for 60 days; (9) except as permitted by the Collateral Documents, waivedany amendments thereto and the provisions of the Indenture, rescinded or annulled, then any of the Event of Default by reason thereof shall be deemed not Collateral Documents ceases to be continuingin full force and effect or ceases to be effective, in all material respects, to create the Lien purported to be created in the Collateral in favor of the Holders of the Notes for 60 days after notice; and (v10) certain events failure by OI Group or any of bankruptcy its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or insolvency4.11 or Article 5 of the Indenture. If 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 TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes by notice to the time outstandingCompany and the Trustee, as provided in the Indenture, may declare all the Securities unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Certain events of bankruptcy Upon such declaration the Principal (or insolvency are Events of Default which will result in the Securities becoming such lesser amount) and interest shall be due and payable immediately upon immediately. At any time after a declaration of acceleration with respect to the occurrence of such Events of Default. Securityholders may not enforce Notes has been made, the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the time request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding may Notes have the right to direct the Trustee in its exercise time, method and place of conducting any trust or power. The Trustee may withhold from Securityholders notice of proceeding for exercising any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsremedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) with respect to this series of Securities is: default for 30 days in the payment of contingent interest when on the same becomes due and payable or Securities of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysthis series; (ii) default in payment of principal on them [If the Principal Amount at Maturity (orSecurity is subject to redemption insert ", upon redemption or otherwise"; and, if the Securities have been converted Security is entitled to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 a sinking fund also add "or in the making of the Indenture 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 payableany sinking fund payment"]; (iii) failure by the Company or the Guarantor for 60 days after notice to it to comply with any of its other covenants, conditions or agreements in the Indenture or the SecuritiesSecurities of this series; a default under any bond, subject to notice and lapse debenture, note or other evidence of time; (iv) (a) failure of indebtedness for money borrowed by the Company (including a default with respect to Securities of any series other than this series) or the Guarantor to make under any payment 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 end Company (including the Indenture), whether such indebtedness now exists or shall hereafter be created, which default shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay such indebtedness when due and payable after the expiration of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect thereto and shall have resulted in such indebtedness becoming or being declared due and payable prior to such Debt the date on which it would otherwise have become due and payable, without such Debt indebtedness having been discharged discharged, or such acceleration having been cured, waived, rescinded or annulled, subject to annulled within a period of 30 days after notice and lapse of time; provided, however, that if any such failure or acceleration referred to as provided 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 continuingIndenture; and (v) certain events of bankruptcy or insolvency. [Add other events of default if applicable.] If an Event of Default with respect to this series of the Securities occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the outstanding Securities at the time outstanding, of this series may declare all the Securities of this series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in [If the Securities becoming Security is a Discounted Security, add "The amount due and payable immediately upon shall be equal to" [insert formula for determining the occurrence amount.] Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such Events interest shall be legally enforceable), all of Default. Securityholders the Company's obligations in respect of the payment of the principal and interest, if any, on the Discounted Securities of this series shall be terminated.] Holders of Securities of this series may not enforce the Indenture or the Securities of this series except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itof this series. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the outstanding Securities at the time outstanding of this series may direct the Trustee in its exercise of any trust or powerpower with respect to this series of the Securities. The Trustee may withhold from Securityholders Holders of Securities of this series notice of any continuing Default default (except a Default default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines in good faith that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee as to the absence of default.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default defaults in the payment of contingent interest on, or Liquidated Damages, if any, with respect to the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for a period of 30 days; (ii2) default defaults in the payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 Notes when the same becomes due and payablepayable at maturity, upon redemption or otherwise; (iii3) failure by the Company OI Group or the Guarantor any of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) 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 OI Group or any Restricted Subsidiary (or the Securitiespayment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, subject to notice and lapse of time; (iv) or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in a “Payment Default”); or (b) below) 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 any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50,000,00050.0 million, or (b) the acceleration of Debt in an amount (taken such Indebtedness together with amounts in 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 $100.0 million or more; (a5) above) any final judgment or order for payment of money in excess of $50,000,000 because 50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 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 default 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 entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or ), (b) above shall cease and (c), the order or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingdecree remains unstayed and in effect for 60 days; and (v9) certain events failure by OI Group or any of bankruptcy its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or insolvency4.11 or Article 5 of the Indenture. If 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 TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes by notice to the time outstandingCompany and the Trustee, as provided in the Indenture, may declare all the Securities unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Certain events of bankruptcy Upon such declaration the Principal (or insolvency are Events of Default which will result in the Securities becoming such lesser amount) and interest shall be due and payable immediately upon immediately. At any time after a declaration of acceleration with respect to the occurrence of such Events of Default. Securityholders may not enforce Notes has been made, the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the time request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding may Notes have the right to direct the Trustee in its exercise time, method and place of conducting any trust or power. The Trustee may withhold from Securityholders notice of proceeding for exercising any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsremedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default the Company defaults in the any payment of contingent interest interest, if any, on the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which such default in either case continues for a period of 30 days; (ii) default the Company defaults in the payment of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 Notes when the same becomes due and payablepayable at their Stated Maturity or upon redemption, declaration, required repurchase or otherwise; (iii) failure by the Company or the Guarantor fails to comply with any covenants or agreements on the part of its other agreements the Company in the Notes or in the Indenture or with respect to the SecuritiesNotes, subject to and such failure continues for 60 days after the notice and lapse of timespecified below; (iv) (a) failure certain events of bankruptcy, insolvency or reorganization of the Company; or (v) an event of default, as defined in any indenture or instrument evidencing or under which the Company has at the date of the Indenture or shall thereafter have outstanding at least $50,000,000 aggregate principal amount of indebtedness for borrowed money, shall happen and be continuing and such indebtedness shall have been accelerated so that the Guarantor same shall be or become due and payable prior to make any payment the date on which the same would otherwise have become due and payable, or such aggregate principal amount of indebtedness shall not be paid when due, and such acceleration or nonpayment shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the end of any applicable grace period after maturity of Debt in an amount Trustee (taken together with amounts in (b) below) in excess of $50,000,000if such event be known to it), or (b) to the acceleration Company and the Trustee by the Holders of Debt at least 25% in an aggregate principal amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of timethe Notes at the time outstanding; provided, however, that, for the purposes of this subsection (v), the Company shall not be deemed to be in default if it shall be contesting in good faith its liability for the payment of the principal in question, and shall have been advised by its counsel that it has a meritorious defense thereto; and provided further that, if any such failure event of default under such indenture or acceleration referred to in (a) instrument shall be remedied or (b) above shall cease cured by the Company or be cured, waived, rescinded or annulledwaived by the holders of such indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders. A Default under clause (iii) of this Section 14 with respect to the Notes is not an Event of Default with respect to be continuing; the Notes until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company of the Default and (v) certain events the Company does not cure such Default within the time specified after receipt of bankruptcy or insolvencysuch notice. If an Event of Default (other than an Event of Default specified in clauses (iv) of this Section 14 with respect to the Notes occurs and is continuing, the TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at outstanding Notes by notice to the time outstandingCompany and the Trustee, may declare the principal of and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest with respect to such series shall be due and payable immediately. Certain events of bankruptcy or insolvency are Events An Event of Default which specified in clause (iv) of this Section 14 will result in the Securities becoming Notes being due and payable immediately upon the occurrence of such Events an Event of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at Notes by notice to the time outstanding Trustee may rescind an 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, premium, if any, or interest, if any, that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise or of exercising any trust or powerpower conferred on the Trustee with respect to the Notes. The Trustee A Holder of the Notes may withhold from Securityholders notice of not pursue any continuing Default (except a Default in payment of amounts specified in clause remedy with respect to the Indenture or the Notes unless: (i) or such Holder gives to the Trustee written notice stating that an Event of Default with respect to the Notes is continuing; (ii) abovethe Holders of at least 25% in principal amount of the Notes make a written request to the Trustee to pursue the remedy; (iii) if it determines that withholding notice is such Holder or Holders offer to the Trustee reasonable security or indemnity against any loss, liability or expense; (iv) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of security or indemnity; and (v) the Holders of a majority in their interestsprincipal amount of the Notes do not give the Trustee a direction inconsistent with the request during such 60-day period.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default a Default in the any payment of contingent interest on any Note when the same becomes due and payable or of interest which becomes due occurs, and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which such default in either case continues for a period of 30 days; (iib) default a Default in the payment of the Principal Amount at Maturity (orprincipal of or premium, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, 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 on any Note when the same becomes due and payablepayable at its Stated Maturity occurs, upon optional redemption or otherwise; (iiic) failure by the Company or the Guarantor any guarantor fails to comply with any of its other agreements in the Notes, the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure any guarantee of the Company or the Guarantor to make any payment by the end of any Notes, as applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration other than those referred to in (a) or (b) above above) and such failure continues for 60 days after the notice specified below; (d) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company in an individual principal amount outstanding of at least $50,000,000, whether such indebtedness now exists or shall cease hereafter be created, which default shall constitute a failure to pay $50,000,000 or be curedmore of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, waived, without such payment being made in full or such acceleration having been rescinded or annulled, then within a period of 30 days after the Event of Default notice specified below; (e) any guarantee with respect to the Notes ceases for any reason to be, or is asserted by reason thereof shall be deemed the Company or the guarantor not to be continuingbe, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any such guarantee of the Notes; and (vf) certain events of bankruptcy or insolvencyinsolvency involving the Company or any guarantor. A Default with respect to Notes under clause (c) and (d) above is not an Event of Default until the Trustee (by written notice to the Company) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) or (d), as applicable, after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Securities becoming Notes being due and payable immediately upon the occurrence of such Events of Default. Securityholders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it in good faith determines that withholding notice is in not opposed to their interestsinterest.

Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Amounts, Events if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of Default include 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; (i2) default in the payment of contingent interest the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the same becomes due and payable failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of interest which becomes due and payable upon exercise two days; (3) failure to comply for 90 days after written notice by the Company Trustee on behalf of its option provided for the Holders or by the Holders of 30% in paragraph 12 hereof and aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 10 4 or 5 of the Indenture which default (in either case continues for 30 days; each case, other than an Event of Default under Section 6.01(a)(1) or 6.01(a)(2) of the Indenture); (ii4) default in payment of the Principal Amount at Maturity (orunder any mortgage, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price indenture or Change in Control Purchase Price, as the case instrument under which there may be, in respect of the Securities when the same becomes due and payable; (iii) failure be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the Guarantor payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to comply with any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or (B) results in the acceleration of such Indebtedness prior to its express 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 agreements such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates 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 (60) 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 any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after 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 SecuritiesParent denies or disaffirms in writing its obligations under its Guarantee, subject to notice and lapse of time; (iv) (a) failure other than in accordance with the terms thereof or upon release of the Company or Guarantee in accordance with the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in Indenture. (b) below) in excess of $50,000,000A default under Sections 6.01(a)(3), or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a6.01(a)(4) or (b6.01(a)(6) above shall cease or be cured, waived, rescinded or annulled, then of the 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 reason thereof shall be deemed not notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes 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 continuing; due and (v) payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trusteeprincipal of, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstandingpremium, may declare if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Securities to Notes of a series of Notes will become and be immediately due and payable immediately. Certain events of bankruptcy without any declaration or insolvency are Events of Default which will result in other act on the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity part of the Securities at the time outstanding may direct the Trustee in its exercise of or any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsHolders.

Defaults and Remedies. Under (a) Each of the Indenture, Events following events shall be an “Event of Default include Default” with respect to the Securities: (i) default in any payment of interest on any Security when due and payable, and the default continues for a period of 30 days; (ii) default in the payment of contingent interest principal of any Security when the same becomes due and payable on the Maturity Date or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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; any required repurchase; (iii) failure by the Company Issuer to comply with its obligation to convert (other than as permitted herein) the Securities in accordance with the Securities upon exercise of a Holder’s conversion right or any Forced Conversion, if such failure continues for three (3) Business Days (such three (3) Business Day Period, a “Conversion Grace Period”); provided, there shall be no more than three Conversion Grace Periods in any 365-day period. (iv) any material breach of a representation or warranty of the Guarantor Issuer set forth in Section 3 of the Securities Purchase Agreement, provided if any such representation or warranty is qualified by a materiality or Material Adverse Effect qualifier, it shall be an Event of Default if such representation or warranty was incorrect when made or deemed to have been made; (v) failure by the Issuer to comply with its obligations under Section 8, including failure to issue a Fundamental Change Issuer Notice in accordance with Section 8 when due, if such failure continues for three Business Days; (vi) failure by the Issuer for 60 days after written notice from the Holders of at least 25% in principal amount of the Securities then outstanding has been received by the Issuer to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; Transaction Document; (ivvii) (a) failure of the Company or the Guarantor to make any payment default by the end of Issuer with respect to any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $50,000,0004,000,000 (or its foreign currency equivalent) in the aggregate of the Issuer, whether such indebtedness now exists or shall hereafter be created (i) resulting in such indebtedness becoming or being declared due and payable or (bii) constituting a failure to pay the principal or interest of any such debt when due and payable at its stated maturity, upon required repurchase, upon declaration of acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of timeotherwise; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, is rescinded or annulled, or such failure to pay is cured, as applicable, then the Event of Default by reason thereof arising under this clause (vi) shall be deemed to have been cured or waived without further action by the Holders so long as the Securities have not already been declared due and payable hereunder; (viii) a final judgment or judgments for the payment of $4,000,000 (or its foreign currency equivalent) or more (excluding any amounts covered by insurance) in the aggregate rendered against the Issuer, which judgment is not discharged, paid, bonded, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished; (ix) the Issuer shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or becomes insolvent, or generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any class of its creditors; or (x) an involuntary case or other proceeding shall be continuing; commenced against the Issuer seeking liquidation, reorganization or other relief with respect to the Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Issuer or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 consecutive days. (vb) certain events If one or more Events of bankruptcy Default shall have occurred and be continuing (whatever the reason for such Event of Default and whether it shall be voluntary or insolvency. If involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case (other than an Event of Default occurs specified in Section 9(a)(ix) or Section 9(a)(x) with respect to the Issuer or any of its Significant Subsidiaries), unless the principal of all of the Securities shall have already become due and is continuingpayable, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding, by notice in writing to the time outstandingIssuer, may declare 100% of the principal of, and accrued and unpaid interest on, all the Securities to be due and payable immediately, and upon any such declaration the same shall become and shall automatically be immediately due and payable, anything contained in the Securities to the contrary notwithstanding. Certain events If an Event of bankruptcy Default specified in Section 9(a)(ix) or insolvency are Section 9(a)(x) with respect to the Issuer or any of its Significant Subsidiaries occurs and is continuing, 100% of the principal of, and accrued and unpaid interest, if any, on, all Securities shall become and shall automatically be immediately due and payable. The immediately preceding paragraph, however, is subject to the conditions that if, at any time after the principal of the Securities shall have been so declared due and payable, and before any judgment or decree for the payment of the monies due shall have been obtained or entered as hereinafter provided, the Issuer shall pay a sum sufficient to pay installments of accrued and unpaid interest upon all Securities and the principal of any and all Securities that shall have become due otherwise than by acceleration, and if (1) rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) any and all existing Events of Default which will result under this Note, other than the nonpayment of the principal of and accrued and unpaid interest, if any, on Securities that shall have become due solely by such acceleration, shall have been cured or waived pursuant to Section 9(c), then and in the Securities becoming due and payable immediately upon the occurrence of every such Events of Default. Securityholders may not enforce the Indenture or the Securities case (except as provided in the Indenture. The Trustee may refuse to enforce immediately succeeding sentence) the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in two-thirds of the aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding (the time outstanding “Required Holders”), by written notice to the Issuer, may direct waive all Defaults or Events of Default with respect to the Trustee in Securities and rescind and annul such declaration and its exercise consequences and such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Note; but no such waiver or rescission and annulment shall extend to or shall affect any trust subsequent Default or powerEvent of Default, or shall impair any right consequent thereon. The Trustee may withhold Notwithstanding anything to the contrary herein, no such waiver or rescission and annulment shall extend to or shall affect any Default or Event of Default resulting from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) the nonpayment of the principal (including the Fundamental Change Repurchase Price, if applicable) of, or accrued and unpaid interest on any Securities, (ii) abovea failure to repurchase any Securities when required or (iii) a failure to pay or deliver, as the case may be, the consideration due upon conversion or redemption of the Securities. (c) The Required Holders may on behalf of the Holders of all of the Securities waive any past Default or Event of Default hereunder and its consequences except (i) a default in the payment of accrued and unpaid interest, if it determines any, on, or the principal (including any Fundamental Change Repurchase Price) of, the Securities when due that withholding has not been cured pursuant to the provisions of Section 9, (ii) a failure by the Issuer to pay or deliver, as the case may be, the consideration due upon conversion or redemption of the Securities or (iii) a default in respect of a provision hereof which under Section 13 cannot be modified or amended without the consent of each Holder of an outstanding Security affected. Upon any such waiver the Issuer and the Holders of the Securities shall be restored to their former positions and rights hereunder; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default hereunder shall have been waived as permitted by this Section 9(c), said Default or Event of Default shall for all purposes of this Note be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. (d) The Issuer shall, within 30 days after the occurrence and continuance of a Default of which an Officer has actual knowledge, send to all Holders as the names and addresses of such Holders appear upon the Register, notice is in their interestsof all Defaults actually known to an Officer, unless such Defaults shall have been cured or waived before the giving of such notice.

Defaults and Remedies. Under the Indenture, Events of Default include in summary form: (i) default for 30 days in the any payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 dayson any Note when due; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by an Issuer or any Guarantor to comply with its obligations under Section 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries to comply for 30 days after notice 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% in aggregate principal amount of the Notes then outstanding; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by ARP or any Restricted Subsidiary of ARP (or the Securitiespayment of which is guaranteed by ARP or any Restricted Subsidiary of ARP), subject to notice and lapse whether such Indebtedness or guarantee now exists, or is created after the date of time; (iv) the Indenture, if that default: (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a“Payment Default”) or (b) above 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 $10.0 million or more; (vii) the failure by ARP, an Issuer or a Significant Subsidiary or group of Restricted Subsidiaries of ARP that would constitute a Significant Subsidiary to pay final judgments by courts of competent jurisdiction aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 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 or be cured, waived, rescinded or annulled, then the Event of Default by for any reason thereof shall be deemed not to be continuingin full force and effect 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 (vix) certain events of bankruptcy or insolvencyinsolvency with respect to ARP, an Issuer or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. If an any Event of Default occurs and is continuing, the Trustee, Trustee may or at the request of the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, may then outstanding Notes shall declare all the Securities Notes to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, with respect to an Issuer, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 or premium, if any, of the Notes. The Issuers shall deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Issuers shall also deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events which would constitute a Default, their interestsstatus and what action the Issuers are taking or proposing to take in respect thereof.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii2) default in payment when due of the Principal Amount at Maturity (orprincipal of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii3) failure by the Company or the a Subsidiary Guarantor to comply with any of its other agreements covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 60 days (or 120 days in the case of the covenant set forth in Section 4.03 of the Indenture) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding; provided that this clause (3) shall not apply to any such failure being contested in good faith by the Company or applicable Subsidiary Guarantor; (4) default under any document evidencing any indebtedness for borrowed money by the Company or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Issue 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 expiration of any grace period provided in such indebtedness (a “Payment Default”); or (B) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured), 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 Securitiesmaturity of which has been so accelerated (without such acceleration having been rescinded, subject annulled or otherwise cured), exceeds the greater of (i) 1.5% of Total Assets and (ii) $600.0 million; provided that this clause (4) shall not apply to notice (i) secured indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such indebtedness; (ii) Non-Recourse Debt (except to the extent that the Company or any of the Subsidiary Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and lapse such liability, individually or in the aggregate, exceeds the greater of time(a) 1.5% of Total Assets and (b) $600.0 million), (iii) any such Payment Default that is waived (including in the form of amendment) by the requisite holders of the applicable item of Indebtedness or contested in good faith by the Company or the applicable Subsidiary Guarantor; (iv) 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 and (av) failure to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Subsidiary Guarantors in connection with any tax equity financing entered into by a non-Guarantor to make Subsidiary or any payment standard securitization undertakings of the Company or any of the Subsidiary Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor subsidiary; (5) except as permitted by the end Indenture, any Subsidiary Guarantee of any applicable grace period after maturity Subsidiary Guarantor that is a Significant Subsidiary or any group of Debt Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in any final and non-appealable 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 that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together would constitute a Significant Subsidiary, or any Person acting on behalf of any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors, taken together would constitute a Significant Subsidiary, shall deny or disaffirm in writing its or their obligations under its or their Subsidiary Guarantees; and (6)(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, any Subsidiary Guarantor that constitutes a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an amount involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together with amounts together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (bi), (ii) below) or (iii), the order, appointment or decree remains unstayed and in excess of $50,000,000, effect for at least 60 consecutive days; or (b) the acceleration Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Debt in an amount (Subsidiary Guarantors that, taken together with amounts in (a) above) in excess together, would constitute a Significant Subsidiary, pursuant to or within the meaning of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause Bankruptcy Law (i) or commences a voluntary case; (ii) aboveconsents to the entry of an order for relief against it in an involuntary case; (iii) if consents to the appointment of a custodian of it determines that withholding notice is in their interestsor for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) with respect to this series of Securities is: default for 30 days in the payment of contingent interest when on the same becomes due and payable or Securities of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysthis series; (ii) default in payment of principal on them [If the Principal Amount at Maturity (orSecurity is subject to redemption insert ", upon redemption or otherwise"; and, if the Securities have been converted Security is entitled to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 a sinking fund also add "or in the making of the Indenture 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 payableany sinking fund payment"]; (iii) failure by the Company or the Guarantor for 60 days after notice to it to comply with any of its other covenants, conditions or agreements in the Indenture or the SecuritiesSecurities of this series; a default under any bond, subject to notice and lapse debenture, note or other evidence of time; (iv) (a) failure of indebtedness for money borrowed by the Company (including a default with respect to Securities of any series other than this series) or the Guarantor to make under any payment 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 end Company (including the Indenture), whether such indebtedness now exists or shall hereafter be created, which default shall involve an amount in excess of $10,000,000 and shall constitute a failure to pay such indebtedness when due and payable after the expiration of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect thereto and shall have resulted in such indebtedness becoming or being declared due and payable prior to such Debt the date on which it would otherwise have become due and payable, without such Debt indebtedness having been discharged discharged, or such acceleration having been cured, waived, rescinded or annulled, subject to annulled within a period of 30 days after notice and lapse of time; provided, however, that if any such failure or acceleration referred to as provided 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 continuingIndenture; and (v) certain events of bankruptcy or insolvency. [Add other events of default if applicable.] If an Event of Default with respect to this series of the Securities occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the outstanding Securities at the time outstanding, of this series may declare all the Securities of this series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in [If the Securities becoming Security is a Discounted Security, add "The amount due and payable immediately upon shall be equal to" [insert formula for determining the occurrence amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that the payment of such Events interest shall be legally enforceable), all of Default. Securityholders the Company's obligations in respect of the payment of the principal and interest, if any, on the Discounted Securities of this series shall be terminated.] Holders of Securities of this series may not enforce the Indenture or the Securities of this series except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itof this series. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the outstanding Securities at the time outstanding of this series may direct the Trustee in its exercise of any trust or powerpower with respect to this series of the Securities. The Trustee may withhold from Securityholders Holders of Securities of this series notice of any continuing Default default (except a Default default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines in good faith that withholding notice is in their interests. The Company is required to file periodic reports with the Trustee as to the absence of default.

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 which becomes due and payable upon exercise by on, or Liquidated Damages with respect to, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysSenior Notes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableSenior Notes; (iii) failure by Anvil to comply with Section 4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Company or the Guarantor Indenture; (iv) failure by Anvil for 60 days after notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeSenior 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 Anvil or any of its Restricted Subsidiaries or Holdings (or the payment of which is guaranteed by Anvil or any of its Restricted Subsidiaries or Holdings) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a"Payment Default") or (b) above shall cease 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 $5.0 million or more; (vi) failure by Anvil or any of its Restricted Subsidiaries or Holdings to pay final judgments aggregating in excess of $3.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee will be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not held in any judicial proceeding to be continuingunenforceable or invalid or will cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under the Subsidiary Guarantee; (viii) the Guarantee will be held in any judicial proceeding to be unenforceable or invalid or will cease for any reason to be in full force and effect or Holdings, or any Person acting on behalf of Holdings, will deny or disaffirm its obligations under the Guarantee and (vix) certain events of bankruptcy or insolvencyinsolvency with respect to Holdings, Anvil or any of its Significant Subsidiaries or group of Restricted Subsidiaries that, together, would constitute a Significant Subsidiary. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Senior Notes may declare all the Securities Senior Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events with respect to Holdings, Anvil, any Significant Subsidiary or any group of Default which Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Notes will result in the Securities becoming become due and payable immediately upon without further action or notice. Holders of the occurrence of such Events of Default. Securityholders Senior Notes may not enforce the Indenture or the Securities Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Senior Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Senior 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 Liquidated Damages, if any, on the Senior Notes. Anvil is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and Anvil 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 contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in the payment when due of the Principal Amount at Maturity (orprincipal of, or premium on, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, 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 payableNotes; (iii) failure by the Company or the any Guarantor for 60 days after written notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities at Notes then outstanding to comply with any of the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result agreements in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Supplemental Indenture or the Securities except as provided in the Indenture. The Trustee may refuse (other than a default referred to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) aboveof Section 6.01 of 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 Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether such Indebtedness or Guarantee now exists, or is created after the date of the Supplemental Indenture, if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (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, exceeds the greater of (1) 1.5% of Total Assets and (2) $375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except to the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable 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 group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the Company or any of the Guarantors: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it determines that withholding notice in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor; (B) appoints a custodian of the Company or Guarantor for all or substantially all of the property of the Company or any Guarantor; or (C) orders the liquidation of the Company or any Guarantor; and the order or decree remains unstayed and in their interestseffect for 60 consecutive days.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default defaults in the payment of contingent interest on, or Liquidated Damages, if any, with respect to the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for a period of 30 days; (ii2) default defaults in the payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 Notes when the same becomes due and payablepayable at maturity, upon redemption or otherwise; (iii3) failure by the Company OI Group or the Guarantor any of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any ▇▇▇▇▇▇▇▇▇▇▇▇ for money borrowed by OI Group or any Restricted Subsidiary (or the Securitiespayment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, subject to notice and lapse of time; (iv) or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in a “Payment Default”); or (b) below) 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 any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50,000,00050.0 million, or (b) the acceleration of Debt in an amount (taken such Indebtedness together with amounts in 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 $100.0 million or more; (a5) above) any final judgment or order for payment of money in excess of $50,000,000 because 50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 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 default 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 entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or ), (b) above shall cease and (c), the order or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingdecree remains unstayed and in effect for 60 days; and (v9) certain events failure by OI Group or any of bankruptcy its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or insolvency4.11 or Article 5 of the Indenture. If 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 TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes by notice to the time outstandingCompany and the Trustee, as provided in the Indenture, may declare all the Securities unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Certain events of bankruptcy Upon such declaration the Principal (or insolvency are Events of Default which will result in the Securities becoming such lesser amount) and interest shall be due and payable immediately upon immediately. At any time after a declaration of acceleration with respect to the occurrence of such Events of Default. Securityholders may not enforce Notes has been made, the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the time request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding may Notes have the right to direct the Trustee in its exercise time, method and place of conducting any trust or power. The Trustee may withhold from Securityholders notice of proceeding for exercising any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsremedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under Each of the following is an “Event of Default” under the Indenture: (1) default in any payment of interest on any Note issued under the Indenture when due and payable, Events of Default include continued for 30 days; (i2) default in the payment of contingent interest when the same becomes due and payable principal amount of or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of premium, if any, on any Note issued under the Indenture which default in either case continues for 30 days; when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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; (iii3) failure by the Company or the Guarantor any Restricted Subsidiary to comply for 30 days after notice by the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes 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, the Intercreditor Agreement, any Additional Intercreditor Agreement or the Notes Security Documents; (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 Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by the failure to pay principal of such Indebtedness at the Stated Maturity thereof (after giving effect to any applicable grace periods provided in such Indebtedness) (“payment default”); or (B) results in the acceleration of such Indebtedness prior to its 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 $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; (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 (E) generally is not paying its debts as they become due; (7) failure by the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25 million, exclusive of any amounts that a solvent insurance company has acknowledged liability for, which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final; (8) any security interest under the Notes Security Documents shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the relevant Notes Security Document, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Indenture) 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 Securitiesrelease of any such security interest in accordance with the terms of the Indenture, subject to notice 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 lapse of timethe Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; and (iv9) (a) failure of 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 obligations 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 make any payment by the end judgment, decree or order of any applicable grace period after maturity court of Debt in an amount any order, rule or regulation of any administrative or governmental body. A default under clauses (taken together with amounts in 3), (b) below) in excess of $50,000,0004), (5), (7), (8) or (b9) of this first paragraph of this section will not constitute an Event of Default until the acceleration Trustee or the Holders of Debt 25% in an principal amount (taken together with amounts in (a) above) in excess of $50,000,000 because the outstanding Notes under this Indenture notify the Company of a 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 Debt without such Debt having been discharged or such acceleration having been cureddefault within the time specified in clauses (3), waived(4), rescinded or annulled(5), subject to notice and lapse of time; provided(7), however, that if any such failure or acceleration referred to in (a) 8) or (b9) above shall cease or be curedof this first paragraph of this section, waivedas applicable, rescinded or annulled, then the after receipt of such notice. If an Event of Default by reason thereof shall 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 deemed not to be continuing; immediately due and (v) certain events payable without any declaration or other act on the part of bankruptcy the Trustee or insolvencyany Holders. If an any other Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding Notes may and, if directed by Holders of at least 25% in aggregate principal amount of the time outstandingthen outstanding Notes, may the Trustee shall, declare all the Securities Notes to be due and payable immediately. Certain events The Trustee shall not be deemed to have notice of bankruptcy any Default or insolvency are Events Event of Default (other than a payment default) unless a written notice of any event which will result is in fact such a default is received by a Responsible Officer of the Securities becoming due Trustee at the Corporate Trust Office of the Trustee, and payable immediately upon such notice references the occurrence Notes and the Indenture. In the event of a declaration of acceleration of the Notes because an Event of Default under Section 6.01(a)(5) of the Indenture has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(a)(5) of the Indenture shall be remedied or cured, or waived by the holders of 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 would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default. Securityholders may not enforce , except nonpayment of principal, premium or interest on the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity Notes that became due solely because of the Securities at acceleration of the time outstanding may direct the Trustee in its exercise of any trust Notes, have been cured or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestswaived.

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 which becomes due and payable upon exercise by or Additional Interest, if any, on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax EventNotes when due at Stated Maturity, the Restated Principal Amount)upon optional redemption, Initial Accreted Principal Amount plus accrued Issue Discountupon required repurchase, Redemption Price, Purchase Price upon declaration or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payableotherwise; (iii) failure by the Company to comply with Section 3.09, 4.10, 4.15 or 5.01 of the Guarantor Indenture; (iv) failure by the Company for 180 days after notice to comply with Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeNotes; (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 Initial Issuance Date, if such default (a) is caused by a failure to pay principal of, or premium or interest, if any, on such Indebtedness prior to the expiration of any grace period provided in such Indebtedness (a “Payment Default”) or (b) results in the acceleration of such Indebtedness prior to its 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 $15.0 million or more; provided, however, that if, prior to any acceleration of the Company Notes, (i) any such Payment Default is cured or waived, (ii) any such acceleration is rescinded, or (iii) such Indebtedness is repaid during the Guarantor to make any payment by 60-day period commencing upon the end of any applicable grace period after maturity for such Payment Default or the occurrence of Debt in an amount such acceleration, as the case may be, such Event of Default (taken together but not any acceleration of the Notes) caused by such Payment Default or acceleration shall be automatically rescinded, so long as such rescission does not conflict with amounts in any judgment or decree; (bvii) below) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $50,000,00015.0 million (to the extent not covered by insurance by a reputable and creditworthy insurer as to which the insurer has not disclaimed coverage), which judgments are not paid, discharged or stayed for a period of 60 days; (viii) except as permitted by the Indenture, any 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 (b) the acceleration any Person acting on behalf of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged any Guarantor, denies or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingdisaffirms its obligations under its Subsidiary Guarantee; and (vix) certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization 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 Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary of the Company as specified in Section 6.01(i) or 6.01(j) of the Indenture. If an any Event of Default occurs and is continuing, the Trustee, by notice to the Issuers, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes, by notice to the time outstandingIssuers and the Trustee, may declare all the Securities Notes to be due and payable immediately. Certain Notwithstanding the preceding, in the case of an Event of Default arising from such events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization described in Section 6.01(i) or 6.01(j) of Default which the Indenture, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal, interest, premium or (ii) aboveAdditional Interest) if it determines that withholding notice is in their interests. The Holders of a majority in principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Additional Interest, if any, on the Notes. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the 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 contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Parent Company or any of its Restricted Subsidiaries to comply with Sections 4.06 and 5.01 of the Guarantor Indenture; (iv) failure by the Parent Company or any of its Restricted Subsidiaries to comply with any of its other agreements in the Indenture or the Securities, subject Notes for 60 days after notice to notice and lapse of time; (iv) (a) failure of the Parent Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at Notes then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the time outstandingParent 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, may declare all or is created after the Securities date of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (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 $35.0 million or more; (vi) the failure by the Parent Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $35.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by the Indenture, any Note Guarantee of a Guarantor shall be held in any judicial proceeding to be due unenforceable or invalid or shall cease for any reason to be in full force and payable immediately. Certain effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; (viii) certain events of bankruptcy or insolvency are Events 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 obligations 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 which will result 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 Securities becoming 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 immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. 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 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 in summary form: (i) default for 30 days in the payment of contingent interest or additional interest when due on the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysSecurities; (ii) default in payment of the Principal Amount at Maturity (orprincipal or premium, if any, on the Securities have been converted to semi-annual coupon notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 12 hereof paragraphs 5 and 6 of the Securities, upon declaration or otherwise; (iii) the failure by the Issuers to comply with its obligations under Article IV of the Indenture; (iv) default in the performance of any of the obligations described under Section 10.01 3.9 or Section 3.7 inclusive or under the covenants described under Article III inclusive of the Indenture following and such default shall have continued for a Tax Eventperiod of 30 days after the Issuers shall have been given notice (in each case, other than a failure to purchase Notes which will constitute an Event of Default under clause (ii) above and other than a failure to comply with Section 4.1 which is covered by clause (iii); (v) default in the performance of any of the agreements contained in the Indenture and such default shall have continued for a period of 60 days after the Issuers shall have been given notice; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuers or any of their Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to each of the Issuers or a Restricted Subsidiary of such Issuer, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the applicable grace period provided (“Payment Default”) which payment default has not been waived or (b) results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”) and, in each case, the Restated Principal Amountprincipal 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 $5.0 million or more; (vii) the Company, the Co-Issuer or any Restricted Subsidiary (pursuant to or within the meaning of any Bankruptcy Law): (a) commences a voluntary insolvency proceeding; (b) consents to the entry of an order for relief against it in an involuntary insolvency proceeding; (c) consents to the appointment of a custodian of it or for any substantial part of its property; or (d) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; provided however, that the liquidation of any Restricted Subsidiary into another Restricted Subsidiary or the Company other than as part of a credit reorganization, shall not constitute an Event of Default under this clause (vii); (viii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price the Co-Issuer or Change any restricted Subsidiary in Control Purchase Price, as the case may be, in respect an involuntary insolvency proceeding; (b) appoints a Custodian of the Securities when Company, the same becomes due Co-Issuer or any Restricted Subsidiary or for any substantial part of its property; or (c) orders the winding up or liquidation of the Company, the Co-Issuer or any Restricted Subsidiary; or (d) grants any similar relief under any foreign laws; and payablein each case the order or decree remains unstayed and in effect for 60 days; or (iiiix) failure by the Company or the Guarantor to comply with any Significant Subsidiary or group of its other agreements in the Indenture or the SecuritiesRestricted Subsidiaries that, subject to notice and lapse of time; taken together (iv) (a) failure as of the latest audited consolidated financial statements for the Company or the Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) pay final judgments aggregating in excess of $50,000,000, or 5.0 million (b) the acceleration net of Debt in an amount (taken together with any amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been which a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or such acceleration having been curedstayed for a period of 60 days (the “judgment default provision”). However, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in a default under clauses (aiv) 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 (v) certain events will not constitute an Event of bankruptcy Default until the Trustee or insolvencythe Securityholders of at least 25% in principal amount of the outstanding Securities notify the Issuers and the Trustee, in the case of a notice given by the Securityholders, of the default and the Issuers 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 occurs and is continuingcontinuing (other than an Event of Default described in clause (vii) above), the Trustee, Trustee or the Holders Securityholders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the this Indenture. The Trustee may refuse to enforce the this Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders Securityholders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest.

Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Amounts, Events if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of Default include 30 days, or failure to comply for 30 days with the notice provisions in connection with a Change of Control Triggering Event; (i2) default in the payment of contingent interest the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the same becomes due and payable failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of interest which becomes due and payable upon exercise two days; (3) failure to comply for 90 days after written notice by the Company Trustee on behalf of its option provided for the Holders or by the Holders of 30% in paragraph 12 hereof and aggregate principal amount of the outstanding Notes with any of the Issuers’ obligations under Article 10 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 Indenture); (4) 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 either Issuer or any of its Significant Subsidiaries (or the payment of which is Guaranteed by either Issuer or any of its Significant Subsidiaries) other than Indebtedness owed to either Issuer or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (a) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its express 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 in or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates to €200.0 million or more; (5) either case Issuer 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 is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 30 sixty (60) 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 (ii60) default calendar days, or an order for relief is entered in payment of the Principal Amount at Maturity any such proceeding; (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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; (iii6) failure by the Company Issuers or any Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the Guarantor judgment becomes final and non-appealable; and (7) any Guarantee ceases to comply be in full force and effect, other than in accordance with any the terms of its other agreements in the Indenture or a Guarantor denies or disaffirms in writing its obligations under its Guarantee, other than in accordance with the Securities, subject to notice and lapse of time; (iv) (a) failure terms thereof or upon release of the Company or Guarantee in accordance with the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in Indenture. (b) below) in excess of $50,000,000A default under Sections 6.01(a)(3), or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a6.01(a)(4) or (b6.01(a)(6) above shall cease or be cured, waived, rescinded or annulled, then of the 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 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 reason thereof shall be deemed not notice to either Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes under the Indenture by written notice to either 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 under the Indenture to be continuing; due and (v) payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trusteeprincipal of, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstandingpremium, may declare if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Securities to Notes will become and be immediately due and payable immediately. Certain events of bankruptcy without any declaration or insolvency are Events of Default which will result in other act on the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity part of the Securities at the time outstanding may direct the Trustee in its exercise of or any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsHolders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default defaults in the payment of contingent interest on, or Additional Interest, if any, with respect to the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for a period of 30 days; (ii2) default defaults in the payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 Notes when the same becomes due and payablepayable at maturity, upon redemption or otherwise; (iii3) failure by the Company OI Group or the Guarantor any of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (4) 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 OI Group or any Restricted Subsidiary (or the Securitiespayment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, subject to notice and lapse of time; (iv) or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in a “Payment Default”); or (b) below) 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 any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50,000,00050.0 million, or (b) the acceleration of Debt in an amount (taken such Indebtedness together with amounts in 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 $100.0 million or more; (a5) above) any final judgment or order for payment of money in excess of $50,000,000 because 50.0 million in any individual case and $100.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 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 default 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 entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or ), (b) above shall cease and (c), the order or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingdecree remains unstayed and in effect for 60 days; and (v9) certain events failure by OI Group or any of bankruptcy its Restricted Subsidiaries to comply with the provisions of Sections 4.10 or insolvency4.11 or Article 5 of the Indenture. If 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 TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes by notice to the time outstandingCompany and the Trustee, as provided in the Indenture, may declare all the Securities unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Certain events of bankruptcy Upon such declaration the Principal (or insolvency are Events of Default which will result in the Securities becoming such lesser amount) and interest shall be due and payable immediately upon immediately. At any time after a declaration of acceleration with respect to the occurrence of such Events of Default. Securityholders may not enforce Notes has been made, the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding Notes may, under certain circumstances, rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of Principal or interest that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the time request of any Holder of this Note, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring security or indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding may Notes have the right to direct the Trustee in its exercise time, method and place of conducting any trust or power. The Trustee may withhold from Securityholders notice of proceeding for exercising any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsremedy available to the Trustee, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default defaults in the payment of contingent interest on or any Additional Amounts on or with respect to the Notes when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for a period of 30 days; (ii2) default defaults in the payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 Notes when the same becomes due and payablepayable at maturity, upon redemption or otherwise; (iii3) failure by OI Group or any of its Restricted Subsidiaries to comply with the Company provisions of Sections 4.10 or 4.11 or Article 5 of the Guarantor Indenture; (4) failure by OI Group or any of its Restricted Subsidiaries for 60 days after notice to comply with any of its the other agreements in the Indenture Indenture, the Notes and the Guarantees of the Notes (with respect to any Guarantor); (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 OI Group or any Restricted Subsidiary (or the Securitiespayment of which is guaranteed by OI Group or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, subject to notice and lapse of time; (iv) or is created after the Issue Date, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in a “Payment Default”); or (b) below) 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 any individual case, the principal amount of any such Indebtedness is equal to or in excess of $50,000,00075.0 million, or (b) the acceleration of Debt in an amount (taken such Indebtedness together with amounts in 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 $150.0 million or more; (a6) above) any final judgment or order for payment of money in excess of $50,000,000 because 75.0 million in any individual case and $150.0 million in the aggregate at any time shall be rendered against OI Group or any of its Restricted Subsidiaries and such judgment shall not have been paid, discharged or stayed for a period of 60 days; (7) 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; (8) the Company, OI Group or any Significant Subsidiary of OI Group pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case; (b) consents to the entry of an order for relief against it in an involuntary case; (c) consents to the appointment of a default 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; and (9) 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 entity’s property; or (c) orders the liquidation of the Company, OI Group or any Significant Subsidiary of OI Group; and, with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or ), (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy c), the order or insolvencydecree remains unstayed and in effect for 60 days. If an Event of Default other than an Event or Default specified in clauses (8) and (9) of the preceding paragraph occurs and is continuing, the TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes by notice to the time outstandingCompany and the Trustee, as provided in the Indenture, may declare all the Securities unpaid Principal of and any accrued and unpaid interest on the Notes to be due and payable immediately. Certain events of bankruptcy Upon such declaration the Principal (or insolvency are Events of Default which will result in the Securities becoming such lesser amount) and interest shall be due and payable immediately upon If an Event of Default specified in clauses (8) or (9) of the occurrence preceding paragraph occurs, all outstanding Notes shall become and be due and payable immediately without any declaration, act or notice, or other act on the part of such Events the Trustee or any Holders. At any time after a declaration of Default. Securityholders may not enforce acceleration with respect to the Indenture or Notes has been made, the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding Notes 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 such lesser amount) or interest or Additional Amounts, if any, that has become due solely because of the acceleration. Subject to the duty of the Trustee during an Event of Default to act with the required standard of care, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the time request of any Holder of this Note, unless such Holder shall have offered to the Trustee indemnity satisfactory to it against any loss, liability or expense. Subject to certain provisions, including those requiring indemnification of the Trustee, the Holders of a majority in principal amount of the outstanding may Notes have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestspower conferred on it, with respect to this Note.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the Company of its option provided for in paragraph 12 hereof and Article 10 subordination provisions of the Indenture which default in either case continues for 30 daysIndenture); (iib) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 Notes (whether or not prohibited by the subordination provisions of the Indenture following a Tax Event, the Restated Principal AmountIndenture), 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; (iiic) failure by the Company to comply with the provisions described under Sections 4.07, 4.09, 4.10, or 4.15; (d) failure by the Guarantor Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeNotes; (ive) (a) failure of 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 Subsidiaries (or the Guarantor to make any payment of which is guaranteed by the end Company or any of any applicable its Subsidiaries) whether such Indebtedness or Subsidiary Guarantee now exists, or is created after the date of the Indenture, which default (i) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a"Payment Default") or (b) above shall cease 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 be curedthe maturity of which has been so accelerated, waivedaggregates $5.0 million or more; (f) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, rescinded which judgments are not paid, discharged or annulled, then the Event stayed for a period of Default by reason thereof shall be deemed not to be continuing60 days; and (vg) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its 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, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain events Notwithstanding the foregoing, in the case of bankruptcy or insolvency are Events an Event of Default which specified in clause (g) of this Section all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes 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 itherein. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust tug or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. 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 which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company to comply with Section 4.10, 4.15 or 5.01 of the Guarantor Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeNotes; (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 July 21, 1997, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness prior to the Company or the Guarantor to make any payment by the end expiration of any applicable grace period after maturity of Debt provided in an amount such Indebtedness (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a"Payment Default") or (b) above shall cease 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 be curedthe maturity of which has been so accelerated, waivedaggregates $5.0 million or more; and provided, rescinded further, that if such default is cured or annulledwaived or any such acceleration rescinded, then or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default by reason thereof and any consequential acceleration of the Notes shall be deemed automatically rescinded, so long as said rescission does not conflict with such judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries to be continuingpay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) 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; and (vviii) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Guarantor. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium or interest, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events each of Default include the following is an Event of Default: (i1) a default in the payment of contingent interest on the Notes when due, continued for 30 days; (2) a default in the same becomes payment of principal of any Note when due and payable at its Stated Maturity, upon redemption, upon required purchase, upon declaration of acceleration or of interest which becomes due and payable upon exercise otherwise; (3) the failure by the Company of Company, the Issuer or any Subsidiary Guarantor to comply with its option provided for in paragraph 12 hereof and Article 10 obligations under Section 5.1 of the Indenture which regarding certain mergers and consolidations; (4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 60 days after notice with any of its obligations, covenants or other agreements under the Indenture or the Notes (other than a default referred to in either case continues for 30 days; clauses (ii1) or (2) or (3) above); (5) default in under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company, the Issuer or any Restricted Subsidiary (or the payment of which is Guaranteed by the Principal Amount Company, the Issuer or any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by a failure to pay principal on such Indebtedness at its Stated Maturity (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or (B) results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”); and, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventin each case, the Restated Principal Amountprincipal 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 and remains unpaid, aggregates $150 million or more (or its foreign currency equivalent), 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; ; (iii6) failure by the Company Company, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the Guarantor to comply with any date of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure latest consolidated financial statements of the Company or made available to the Guarantor Holders), would constitute a Significant Subsidiary to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) pay final judgments aggregating in excess of $50,000,000150 million (or its foreign currency equivalent) (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 90 days or more after such judgment becomes final and non-appealable (bthe “judgment default provision”); (7) (A) the acceleration Company, the Issuer or a Significant Subsidiary or any group of Debt in an amount (Restricted Subsidiaries that, taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity as of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity date of the Securities at latest consolidated financial statements of the time outstanding may direct Company made available to the Trustee in its exercise Holders), would constitute a Significant Subsidiary, pursuant to or within the meaning of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause Bankruptcy Law: (i) or commences a voluntary case; (ii) aboveconsents to the entry of an order for relief against it in an involuntary case or the filing by it of a petition or answer or consent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law; (iii) if consents to the appointment of a Bankruptcy Custodian of it determines that withholding notice is in their interests.or for any substantial part of its property; or (iv) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; or

Defaults and Remedies. Under The following events constitute “Events of Default” under the Indenture, Events of Default include : (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by or any Additional Amounts on or with respect to the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the Principal Amount at Maturity (orprincipal of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company Issuer, Wind or the Guarantor any of Wind’s other Restricted Subsidiaries to comply with any of its other agreements in the Indenture Section 4.10, Section 4.15, Section 4.24(b) or the Securities, subject to notice and lapse of timeSection 5.01; (iv) (a) failure of the Company or the Guarantor to make any payment by the end Issuer, Wind or any of any applicable grace period Wind’s other Restricted Subsidiaries for 60 days after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) notice to the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice Issuer and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then Wind by the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities Notes then outstanding voting as a single class to comply with any of the agreements in the Indenture (other than those described in clauses (i), (ii) and (iii) above), the Notes, the Note Guarantee, the Priority Agreement (or any additional intercreditor agreement or priority agreement entered into pursuant to the terms of the Priority Agreement or the Indenture) or any Security Document; (v) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries (or the payment of which is guaranteed by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, is created after the date of the Indenture, if that default (I) is caused by the failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”) or (II) results in the acceleration of such Indebtedness prior to its 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 (and not rescinded, cured or waived) aggregates €25.0 million or more at any time outstanding (and not rescinded, cured or waived); (vi) failure by the time outstandingIssuer, Wind or any of Wind’s other Restricted Subsidiaries to pay final judgments for the payment of cash or other assets or properties, or the assumption of liabilities, entered by a court or courts of competent jurisdiction aggregating in excess of €25.0 million, which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such final judgment; (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; (viii) breach by the Issuer, Wind or any of Wind’s other Restricted Subsidiaries of any material representation or warranty or agreement in the Security Documents, the repudiation by Wind or any of its Restricted Subsidiaries of any of its obligations under the Security Documents or the unenforceability of the Security Documents against the Parent, Wind or any of its Subsidiaries for any reason; (ix) the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law (I) commences a voluntary case, (II) consents to the entry of an order for relief against it in an involuntary case, (III) consents to the appointment of a custodian of it or for all or substantially all of its property, (IV) makes a general assignment for the benefit of its creditors, or (V) generally is not paying its debts as they become due; or (x) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (I) is for relief against the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary in an involuntary case, (II) appoints a custodian of the Issuer, Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of Wind or any of Wind’s other Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary or (III) orders the liquidation of the Issuer, Wind or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, and, in each case, the order or decree remains unstayed and in effect for 60 consecutive days. In the case of an Event of Default specified in clause (ix) or (x) of Section 6.01 of the Indenture, with respect to Wind, any Restricted Subsidiary of Wind that is a Significant Subsidiary or any group of Restricted Subsidiaries of Wind that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in Upon any such declaration, the Securities becoming Notes shall become due and payable immediately upon immediately. Holders of not less than a majority in aggregate principal amount of the occurrence then outstanding Notes by written notice to the Trustee may, on behalf of such Events the Holders of Default. Securityholders may not enforce all of the Indenture Notes, rescind an acceleration or the Securities waive an existing Default or Event of Default and its consequences hereunder, except as provided a continuing Default or Event of Default in the Indenture. The Trustee may refuse payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to enforce purchase); provided, however, that the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes may rescind an acceleration or waive an existing Default or Event of Default and its consequences, except a continuing Default or Event of Default in the time payment of the principal of, interest and premium and Additional Amounts, if any, on the Notes (including in connection with an offer to purchase). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 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 the Trustee. The However, the Trustee may withhold from Securityholders notice refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines may be unduly prejudicial to the rights of any continuing Default (other Holders of Notes or that may involve the Trustee in personal liability, except a Default in or Event of Default relating to the payment of amounts specified in clause principal, interest, premium or Additional Amounts (i) or (ii) above) if it determines that withholding notice is in their interestsany).

Defaults and Remedies. Under the Indenture, Events An Event of Default include is: (ia) default in payment of the principal of, or premium, if any, on the Notes, when due at maturity, upon repurchase, upon acceleration or otherwise; (b) default for 30 days or more in payment of any installment of interest on the Notes; (c) default in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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, Designated Event Payment in respect of the Securities when Notes on the same becomes due and payabledate therefor or failure to provide timely notice of a Designated Event; (iiid) default by the Company (other than a default set forth in clause (a), (b) or (c) above) for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (e) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company or any of its Material Subsidiaries (or the payment of which is guaranteed or secured by the Company or any of its Material Subsidiaries), whether such indebtedness or guarantee exists on the date of the Indenture or is created thereafter, which default (i) is caused by a failure to pay when due any principal of such indebtedness within the grace period provided for in such indebtedness, which failure continues beyond any applicable grace period (a "Payment Default"), or (ii) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration being rescinded or annulled) and, in each case, the principal amount of such indebtedness, together with the principal amount of any other such indebtedness under which there is a Payment Default or the maturity of which has been so accelerated, aggregates $25,000,000 (or its foreign currency equivalent) or more and such Payment Default is not cured or such acceleration is not annulled within 10 days after notice; (f) failure by the Company or any Material Subsidiary of the Guarantor Company to comply with pay final, nonappealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating in excess of $25,000,000 (or its other agreements in the Indenture foreign currency equivalent), which judgments are not stayed, bonded or the Securities, subject to notice and lapse of timedischarged within 60 days after their entry; (ivg) (a) failure certain events involving bankruptcy, insolvency or reorganization of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, Material Subsidiary; or (bh) default for more than 5 Business Days of the acceleration delivery of Debt in an amount (taken together with amounts in (a) above) in excess shares of $50,000,000 because Common Stock upon conversion of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvencyNotes. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on all the Securities Notes then outstanding to be due and payable immediately. Certain , except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency, or insolvency are Events of Default which will result in reorganization with respect to the Securities becoming Company, all outstanding Notes become due and payable immediately upon the occurrence without further action or notice. Holders of such Events of Default. Securityholders Notes may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse require an indemnity reasonably satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itNotes. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default default (except except, among other things, a Default default in payment of amounts specified in clause (i) principal, premium, if any, or (ii) aboveinterest) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

Defaults and Remedies. Under (a) The Company is advised and recognizes that the Issuer will assign all of its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (other than Unassigned Issuer's Rights) against the Company arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, Events without making the Issuer a party. (b) The following shall constitute an "Event of Default include Default" hereunder: (i) default in Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or (ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the payment Trustee shall have given written notice to the Company specifying such default; or (iii) Failure to pay the principal of contingent or interest on any Indebtedness of the Company for borrowed money, as and when the same becomes shall become due and payable or of interest which becomes due and payable upon exercise by the lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the period of grace, if any, allowed with respect thereto; or (iv) Default or the happening of any event shall occur under any indenture, agreement, or other instrument under which any Indebtedness of the Company for borrowed money in excess of its option provided $250,000 may be issued and such default or event shall continue for a period of time sufficient to permit the acceleration of the maturity of any Indebtedness of the Company outstanding thereunder; or (v) Default shall occur in paragraph 12 hereof and Article 10 the observance or performance of any covenant or agreement contained in Sections 7.9 through 7.12 hereof; (vi) Subject to Section 7.1(c) of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (orrelating to force majeure, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 to observe or the Guarantor perform any other covenant, condition or agreement on its part to comply with any of its other agreements in be observed or performed under the Indenture or the SecuritiesLoan Agreement, subject other than as referred to notice in subsections (i) through (v) inclusive above, for a period of 60 days after written notice, specifying such failure and lapse of time; (iv) (a) failure of requesting that it be remedied, is given to the Company by the Issuer or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of timeTrustee; provided, however, that if any the failure stated in the notice is such failure or acceleration referred to in (a) or (b) above that can be remedied but not within such 60-day period, it 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 (v) certain events of bankruptcy or insolvency. If constitute an Event of Default occurs if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is continuingdiligently pursued until the default is remedied; or (vii) Final judgment or judgments for the payment of money aggregating in excess of $250,000 is or are outstanding against the Company or against any Property or assets of the Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry; or (viii) The occurrence of an Event of Default under the Indenture. (c) Upon the occurrence of an Event of Default, the TrusteeTrustee (or in the case of an Event of Default arising out of Unassigned Issuer's Rights, the Issuer) shall have the power to proceed with any right or remedy granted by the Holders of at least 25% in aggregate Principal Amount at Maturity Constitution and laws of the Securities Commonwealth, as it may deem best, including without limitation any suit, action or special proceeding in equity or at law, including mandamus proceedings, for the time outstandingspecific performance of any agreement, may declare obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the Securities provisions of Section 7.1(c) of the Indenture relating to be due and payable immediatelyforce majeure. Certain events Upon the occurrence of bankruptcy or insolvency are Events an Event of Default which will result in under Section 7.1(a)(ii) of the Securities becoming due Indenture and payable immediately upon the occurrence of such Events any other Event of Default. Securityholders may not enforce Default under the Indenture or pursuant to the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders terms of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct which the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 6.4(b) (except a Default in other than interest not yet accrued) shall become immediately due and payable. (d) Any amounts collected for non-payment of amounts specified described in clause (i) or (ii) above) if it determines that withholding notice is Section 6.4 hereof pursuant to actions taken under this Section shall be paid into the Debt Service Fund and applied in their interestsaccordance with the provisions of the Indenture.

Defaults and Remedies. Under the Indenture, Events each of Default include the following is an Event of Default: (i1) a default in the payment of contingent interest on the Notes when due, continued for 30 days; (2) a default in the same becomes payment of principal of any Note when due and payable at its Stated Maturity, upon redemption, upon required purchase, upon declaration of acceleration or of interest which becomes due and payable upon exercise otherwise; (3) the failure by the Company of Company, the Issuer or any Subsidiary Guarantor to comply with its option provided for in paragraph 12 hereof and Article 10 obligations Section 5.1 of the Indenture which regarding certain mergers and consolidations; (4) the failure by the Company, the Issuer or any Subsidiary Guarantor to comply for 60 days after notice with any of its obligations, covenants or other agreements under the Indenture or the Notes (other than a default referred to in either case continues for 30 days; clause (ii1), (2) or (3) above); (5) default in under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company, the Issuer or any Restricted Subsidiary (or the payment of which is Guaranteed by the Principal Amount Company, the Issuer or any Restricted Subsidiary), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by a failure to pay principal on such Indebtedness at its Stated Maturity (after giving effect to any applicable grace period provided in such Indebtedness) (“payment default”); or (B) results in the acceleration of such Indebtedness prior to its maturity (the “cross acceleration provision”); and, if in each case, the Securities have principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been converted to semi-annual coupon notes pursuant to paragraph 12 hereof a payment default or the maturity of which has been so accelerated and Section 10.01 remains unpaid, aggregates $100 million or more (or its foreign currency equivalent); (6) failure by the Company, the Issuer or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the Indenture following date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Tax EventSignificant Subsidiary to pay final judgments aggregating in excess of $100 million (or its foreign currency equivalent) (net of any amounts covered by a reputable and creditworthy insurance company), which judgments are not paid, discharged or stayed for a period of 90 days or more after such judgment becomes final and non-appealable (the “judgment default provision”); (7) certain events of bankruptcy, insolvency or reorganization of the Company, the Restated Principal AmountIssuer or a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as would constitute a Significant Subsidiary (the case may be, in respect of “bankruptcy provisions”); (8) the Securities when the same becomes due and payable; (iii) failure by the Company or the Guarantor Issuer to comply with with, or the breach of, any material provision of its the Escrow Agreements prior to the Distribution Date; or (9) the Note Guarantee of the Company, or any Note Guarantee of a Significant Subsidiary (other agreements than a Norwegian Guarantor (as defined in the Indenture Offering Memorandum)) or any group of Subsidiary Guarantors (other than any Norwegian Guarantor (as defined in the SecuritiesOffering Memorandum)) that, subject taken together (as of the date of the latest consolidated financial statements of the Company made available to notice the Holders), would constitute a Significant Subsidiary, ceases to be in full force and lapse effect (except as contemplated by the terms of time; (ivthe Indenture) (a) failure or is declared null and void in a final and non-appealable judicial proceeding or a responsible officer of the Company or any Subsidiary Guarantor that is a Significant Subsidiary or the Guarantor to make any payment by the end responsible officers of any applicable grace period after maturity group of Debt in an amount (Subsidiary Guarantors that, taken together (as of the date of the latest consolidated financial statements of the Company made available to the Holders), would constitute a Significant Subsidiary, denies or disaffirms in writing its obligations under the Indenture or its Note Guarantee, other than by reason of the termination of the Indenture or release of any such Note Guarantee in accordance with amounts in (b) below) in excess of $50,000,000the Indenture. However, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in under clause (a4) or (b) above shall cease or be cured, waived, rescinded or annulled, then the will not constitute an Event of Default by reason thereof shall be deemed until the Trustee or the holders of 25% in principal amount of the Notes then outstanding notify the Company and the Issuer of the default and the Company and the Issuer do not to be continuing; and (v) certain events cure such default within the time specified after receipt of bankruptcy or insolvencysuch notice. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, Notes then outstanding may declare the principal of and accrued but unpaid interest on all the Securities Notes to be due and payable. Upon such a declaration, such principal and interest shall be due and payable immediately. Certain If an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default which the Company or the Issuer occurs and is continuing, the principal of and interest on all the Notes will result in the Securities becoming ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the Notes then outstanding may rescind any such Events of Defaultacceleration with respect to the Notes and its consequences. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default (except a Default in payment of amounts specified principal or interest) so long as a committee of its Trust Officers in clause (i) or (ii) above) if it good faith determines that withholding notice is in their interestsnot opposed to the interest of the Holders of the Notes.

Defaults and Remedies. Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture) (i) default for 30 days in the payment of contingent interest when due on the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysSecurities; (ii) default in payment of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 12 hereof 5 of the Securities, 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 the Indenture; (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under Sections 3.3 through 3.13 inclusive, Section 3.17 and Section 10.01 3.20 of the Indenture following (in each case, other than a Tax Eventfailure 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 Securities; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay when due principal of, or interest or premium, if any, on such Indebtedness within the grace period provided in such Indebtedness (“payment default”) or (b) results in the acceleration of such Indebtedness prior to its final Stated Maturity (the “cross acceleration provision”) and, in each case, the Restated Principal Amountprincipal 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 $15.0 million or more; (vii) 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), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as would constitute a Significant Subsidiary (the case may be, in respect of the Securities when the same becomes due and payable“bankruptcy provisions”); (iiiviii) failure by the Company or the Guarantor to comply with any Significant Subsidiary or group of its other agreements in the Indenture or the SecuritiesRestricted Subsidiaries that, subject to notice and lapse of time; taken together (iv) (a) failure as of the latest audited consolidated financial statements for the Company or the Guarantor and its Restricted Subsidiaries), would constitute a Significant Subsidiary to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) pay final judgments aggregating in excess of $50,000,00015.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days (the “judgment default provision”); or (bix) the acceleration any Subsidiary Guarantee of Debt in an amount (a Significant Subsidiary or group of Restricted Subsidiaries that taken together with amounts as of the latest audited financial statements for the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary ceases to be in full force and effect (aexcept as contemplated by the terms of the Indenture) above) or is declared null and void in excess a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or a group of $50,000,000 because 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 with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in under clauses (aiv) 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 (v) certain events will not constitute an Event of bankruptcy Default until the Trustee or insolvencythe 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, Trustee by notice to the Company or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the outstanding Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events If an Event of Default which will result described in (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities becoming will become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest.

Defaults and Remedies. Under the Indenture, Events of Default include (each of which are more specially described in the Indenture) (i) default in the payment of contingent interest or additional interest when due on the same becomes due Securities, and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which such default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (orprincipal or premium, if any, on the Securities have been converted to semi-annual coupon notes at Stated Maturity , upon required repurchase or upon optional redemption pursuant to paragraph 12 hereof and Section 10.01 5 of the Indenture following a Tax EventSecurities, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price upon declaration or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payableotherwise; (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 a Restricted Subsidiary for 60 days after notice from the Guarantor Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding to comply with any of its other agreements in the this Indenture or the Securities, subject Securities or of any Subsidiary Guarantor to notice and lapse perform any of timeits 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 Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the date of this Indenture, which default (a) is caused by failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a"Payment Default") or (b) above 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 $5.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged, bonded or stayed for a period of 60 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 or be cured, waived, rescinded or annulled, then the Event of Default by for any reason thereof shall be deemed not to be continuingin 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 Subsidiary Guarantor or Subsidiary Guarantors, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (vviii) certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization 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 pursuant to or within the meaning of any Bankruptcy Law. If an Event of Default (other than an Event of Default described in (viii) hereof) occurs and is continuing, the Trustee, Trustee by notice to the Company or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the outstanding Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events If an Event of Default which will result described in (viii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities becoming will become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii2) default in payment when due of the Principal Amount at Maturity (orprincipal of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii3) failure by the Company or the a Subsidiary Guarantor to comply with any of its other agreements covenant in the Indenture (other than a default specified in clause (1) or (2) above) for 60 days after written notice by the Securities, subject to notice and lapse Trustee or Holders of timeat least 30% in principal amount of the Notes then outstanding; (iv4) (a) failure of default under any document evidencing any indebtedness for borrowed money by the Company or any Subsidiary Guarantor, whether such indebtedness now exists or is created after the Guarantor Issue Date, if that default: (A) is caused by a failure to make pay principal when due at final (and not any payment by interim) maturity on or prior to the end expiration of any applicable grace period after provided in such indebtedness (a “Payment Default”); or (B) results in the acceleration of such indebtedness prior to its express maturity (without such acceleration having been rescinded, annulled or otherwise cured), 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 Debt which has been so accelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $300.0 million or more; provided that this clause (4) 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 this Indenture, any Subsidiary Guarantee of any Subsidiary Guarantor (or any group of Subsidiary Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable 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 (6)(a) a court of competent jurisdiction (i) enters an order or decree under any Bankruptcy Law that is for relief against the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary in an amount involuntary case; (ii) appoints a custodian for all or substantially all of the property of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together with amounts together, would constitute a Significant Subsidiary; or (iii) orders the liquidation of the Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Subsidiary Guarantors that, taken together, would constitute a Significant Subsidiary and, in each of clauses (bi), (ii) below) or (iii), the order, appointment or decree remains unstayed and in excess of $50,000,000, effect for at least 60 consecutive days; or (b) the acceleration Company, any Subsidiary Guarantor that is a Significant Subsidiary or any group of Debt in an amount (Subsidiary Guarantors that, taken together with amounts in (a) above) in excess together, would constitute a Significant Subsidiary, pursuant to or within the meaning of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause Bankruptcy Law (i) or commences a voluntary case; (ii) aboveconsents to the entry of an order for relief against it in an involuntary case; (iii) if consents to the appointment of a custodian of it determines that withholding notice is in their interestsor for all or substantially all of its property; or (iv) makes a general assignment for the benefit of its creditors.

Defaults and Remedies. Under Each of the following is an “Event of Default” under the Indenture: (1) default in any payment of interest on any Note issued under the Indenture when due and payable, Events of Default include continued for 30 days; (i2) default in the payment of contingent interest when the same becomes due and payable principal amount of or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of premium, if any, on any Note issued under the Indenture which default in either case continues for 30 days; when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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; (iii3) failure by the Company or the Guarantor any Restricted Subsidiary to comply with any of its other agreements in the Indenture or the Securities, subject to for 60 days after notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities outstanding Notes with its other agreements under the Indenture; provided that in the case of failure to comply with Section 4.10 of the Indenture, such period of continuance of such default or breach shall be 90 days after notice described in this clause (3) 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 Restricted Subsidiary (or the payment of which is Guaranteed by the Company or any Restricted Subsidiary) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by the failure to pay principal of such Indebtedness at the time outstandingStated Maturity thereof (after giving effect to any applicable grace periods provided in such Indebtedness) (“payment default”); or (B) results in the acceleration of such Indebtedness prior to its maturity, may declare all and, in each case, the Securities 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 $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 due and payable immediately. Certain events 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 (E) generally is not paying its debts as they become due; (7) failure by the Company or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25 million, exclusive of any amounts that a solvent insurance company has acknowledged liability for, which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final; (8) [Reserved]; and (9) [Reserved]. The foregoing shall constitute Events of Default which will result in whatever the Securities becoming due reason for any such Event of Default and payable immediately upon the occurrence whether it is voluntary or involuntary or is effected by operation of such Events of Default. Securityholders may not enforce the Indenture law or the Securities except as provided in the Indenture. The Trustee may refuse pursuant to enforce the Indenture any judgment, decree or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise order of any trust or power. The Trustee may withhold from Securityholders notice court of any continuing Default (except a Default in payment order, rule or regulation of amounts specified in clause (i) any administrative or (ii) above) if it determines that withholding notice is in their interestsgovernmental body.

Defaults and Remedies. Under (a) In the Indentureevent that any Co-Owner fails to perform any monetary or non-monetary obligation under this Agreement, Events the non-defaulting Co-Owner shall give the defaulting Co-Owner written notice of Default include such 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 in the payment of contingent interest when the same becomes due cure such Default and payable or of interest which becomes due and payable upon exercise to be reimbursed by the Company of its option provided defaulting Co-Owner for in paragraph 12 hereof and Article 10 any amounts that the non-defaulting Co-Owner expends as a result of the Indenture which default in either case continues for 30 days; Default (ii) default in payment including, without limitation, any amounts advanced by the non-defaulting Co-Owner to cure such Default and any attorneys fees associated with cure of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event, the Restated Principal Amountproblem), 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 the Guarantor to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with interest on such amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all rate of five percent (5%) per annum from the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence date of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default expenditure until repaid (except a Default in payment of amounts specified in clause (i) “Advances”); or (ii) aboveplace a specific lien against the defaulting Co-Owner's interest in the Property in the above amount as permitted by law. In the event of a refinancing, the non-defaulting Co-Owner shall have the right to reimbursement under subpart (c)(i) if it determines of this Section for any Advances before the proceeds of any sale or refinancing are distributed to the Co-Owners. (d) In the event of a sale of all or substantially all of the Coolisys' assets or any bankruptcy, insolvency, administration, receivership, liquidation or similar proceedings that withholding notice is in their interestsinitiated with respect to Coolisys and not dismissed within 60 days, Trustee’s right to purchase Coolisys’ Property Interest pursuant to Section 8.1 shall become fully vested.

Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Amounts, Events if any, on any Note issued under the Indenture when due and payable, if that default continues for a period of Default include 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; (i2) default in the payment of contingent interest the principal amount of or premium, if any, on any Note issued under the Indenture when due at its Stated Maturity or upon optional redemption or otherwise (including the same becomes due and payable failure to pay the repurchase price for such Notes tendered pursuant to an Offer to Purchase), if that default or failure continues for a period of interest which becomes due and payable upon exercise two days; (3) failure to comply for 90 days after written notice by the Company Trustee on behalf of its option provided for the Holders or by the Holders of 30% in paragraph 12 hereof and aggregate principal amount of the outstanding Notes with any of the Issuers’ or the Parent’s obligations under Article 10 4 or 5 of the Indenture which default (in either case continues for 30 days; each case, other than an Event of Default under Section 6.01(a)(1) or 6.01.a)2) of the Indenture); (ii4) default in payment of the Principal Amount at Maturity (orunder any mortgage, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price indenture or Change in Control Purchase Price, as the case instrument under which there may be, in respect of the Securities when the same becomes due and payable; (iii) failure be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or NXP Funding or a Significant Subsidiary (or the Guarantor payment of which is Guaranteed by the Company or NXP Funding or a Significant Subsidiary) other than Indebtedness owed to comply with any of the Parent, the Company or NXP Funding or a Significant Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default: (A) is caused by a failure to pay principal at the Stated Maturity on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or (B) results in the acceleration of such Indebtedness prior to its express 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 agreements such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated and remains undischarged after such 30 day period, aggregates 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 (60) 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 any of the Parent, the Company, NXP Funding or a Significant Subsidiary to pay final judgments aggregating in excess of €200.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after 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 SecuritiesParent denies or disaffirms in writing its obligations under its Guarantee, subject to notice and lapse of time; (iv) (a) failure other than in accordance with the terms thereof or upon release of the Company or Guarantee in accordance with the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in Indenture. (b) below) in excess of $50,000,000A default under Sections 6.01(a)(3), or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a6.01(a)(4) or (b6.01(a)(6) above shall cease or be cured, waived, rescinded or annulled, then of the 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 reason thereof shall be deemed not notice to any Issuer or the Holders of at least 30% in aggregate principal amount of the outstanding Notes 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 continuing; due and (v) payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trusteeprincipal of, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstandingpremium, may declare if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Securities to Notes of a series of Notes will become and be immediately due and payable immediately. Certain events of bankruptcy without any declaration or insolvency are Events of Default which will result in other act on the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity part of the Securities at the time outstanding may direct the Trustee in its exercise of or any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsHolders.

Defaults and Remedies. Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture): (i) default for 30 days in any payment when due of interest on, or Additional Interest (if required by the Registration Rights Agreement) with respect to, any Security; (ii) default in the payment of contingent interest when the same becomes due and payable principal of or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (orpremium, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, the Restated Principal Amount)on any Security when due at its Stated Maturity, Initial Accreted Principal Amount plus accrued Issue Discountupon optional redemption, Redemption Priceupon required repurchase, Purchase Price upon declaration or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payableotherwise; (iii) failure by the Company or the any Subsidiary Guarantor to comply with any its obligations under Article V of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeIndenture; (iv) failure by the Company or any Subsidiary Guarantor to comply for 60 days after notice as provided below with its other agreements contained in the Indenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted 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 Issue Date, which default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness after any grace period provided in such Indebtedness or (b) results in the acceleration of such Indebtedness prior to its 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 $75.0 million or more; (vi) a Bankruptcy Law Event of Default; (vii) failure by the Company or the Guarantor to make any payment by the end Significant Subsidiary or group of any applicable grace period after maturity of Debt in an amount (Restricted Subsidiaries that, taken together with amounts in (b) below) as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $50,000,00080.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged or stayed for a period of 60 days; or (bviii) the acceleration any Subsidiary Guarantee of Debt in an amount (a Significant Subsidiary or group of Restricted Subsidiaries that, taken together with amounts (as of the latest audited consolidated financial statements for the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary ceases to be in full force and effect (aexcept as contemplated by the terms of the Indenture) above) or is declared null and void in excess a judicial proceeding or any Subsidiary Guarantor that is a Significant Subsidiary or group of $50,000,000 because 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 denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse under clause (iv) of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the this paragraph will not constitute an Event of Default by reason thereof shall be deemed 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 to be continuing; and cure such default within the time specified in clause (viv) certain events of bankruptcy or insolvencythis paragraph after receipt of such notice. If an Event of Default (other than an Event of Default described in clause (vi) above) occurs and is continuing, the TrusteeTrustee by notice to the Company, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the outstanding Securities by notice to the Company and the Trustee, may, and the Trustee at the time outstandingrequest of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. Certain events of bankruptcy or insolvency are Events If an Event of Default which will result described in clause (vi) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities becoming will become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Securityholders Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal, premium, if any, or (ii) aboveinterest) if it determines in good faith that withholding notice is in their interestsinterest.

Defaults and Remedies. Under An Event of Default is: (a) default in payment of the principal of, or premium, if any, on the Convertible Subordinated Notes, when due at maturity, upon repurchase, upon acceleration or otherwise, whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default for 30 days or more in payment of any installment of interest or Liquidated Damages on the Convertible Subordinated Notes, Events whether or not such payment is prohibited by the subordination provisions of Default include the Indenture; (ic) default by the Company for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (d) default in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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, Designated Event Payment in respect of the Securities when Convertible Subordinated Notes on the same becomes due and payabledate therefor, whether or not such payment is prohibited by the subordination provisions of the Indenture; (iiie) failure to provide timely notice of a Designated Event; (f) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Material Subsidiaries (or the payment of which is guaranteed by the Company or any of its Material Subsidiaries), whether such Indebtedness or guarantee exists on the date of the Indenture or is created thereafter, which default (i) is caused by a failure to pay when due any principal of or interest on such Indebtedness within the grace period provided for in such Indebtedness (which failure continues beyond any applicable grace period) (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity (without such acceleration being rescinded or annulled) and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there is a Payment Default or the maturity of which has been so accelerated, aggregates $10,000,000 or more and such Payment Default is not cured or such acceleration is not annulled within 30 days after notice; or (g) failure by the Company or any Material Subsidiary of the Guarantor Company to comply with pay final, non-appealable judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating in excess of its other agreements in the Indenture $10,000,000, which judgments are not stayed, bonded or the Securitiesdischarged within 60 days after their entry; or (h) certain events involving bankruptcy, subject to notice and lapse of time; (iv) (a) failure insolvency or reorganization of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvencyMaterial Subsidiary. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Convertible Subordinated Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on all the Securities Convertible Subordinated Notes then outstanding to be due and payable immediately. Certain , except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency, or insolvency are Events reorganization with respect to the Company or any of Default which will result in the Securities becoming its Material Subsidiaries, all outstanding Convertible Subordinated Notes become due and payable immediately upon the occurrence without further action or notice. Holders of such Events of Default. Securityholders Convertible Subordinated Notes may not enforce the Indenture or the Securities Convertible Subordinated Notes except as provided in the Indenture. The Trustee may refuse require an indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itConvertible Subordinated Notes. Subject to certain limitations, Holders holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Convertible Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders holders notice of any continuing Default default (except a Default default in payment of amounts specified in clause (i) principal, premium, if any, or (ii) aboveinterest or Liquidated Damages, if applicable) if it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Trustee.

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 which becomes due and payable upon exercise by on, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in the payment when due of the Principal Amount at Maturity (orprincipal of, or premium on, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, 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 payableNotes; (iii) failure by the Company or the any Guarantor for 60 days after written notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities at Notes then outstanding to comply with any of the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result agreements in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Supplemental Indenture or the Securities except as provided in the Indenture. The Trustee may refuse (other than a default referred to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) of Section 6.01 of 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 Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether such Indebtedness or Guarantee now exists, or is created after the date of the Supplemental Indenture, if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (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, exceeds the greater of (1) 1.5% of Total Assets and (2) $375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except to the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non- Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings by the Company or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable 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 group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the Company or any of the Guarantors that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary: (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) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; (B) appoints a custodian of the Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in effect for 60 consecutive days or (viii) the failure to consummate the Special Partial Mandatory Redemption, to the extent required, as described under Section 6 above) if it determines that withholding notice is in their interests.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i1) the Company defaults in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; (2) the Company defaults in the payment when due of interest on or with respect to the Notes and such default continues for a period of 30 days; (3) the Company defaults in the performance of, or breaches any covenant, warranty or other agreement contained in, the Indenture (other than a default in the payment performance or breach of contingent interest when a covenant, warranty or agreement which is specifically dealt with in clause (1) or (2) above) and such default or breach continues for a period of 60 days after the same becomes due and payable notice specified below or of interest 90 days if such default is with respect to the covenant described under Section 4.3; (4) a default under any mortgage, indenture or instrument under which becomes due and payable upon exercise there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company of its option provided for in paragraph 12 hereof and Article 10 of or any Restricted Subsidiary or the Indenture which default in either case continues for 30 days; (ii) default in payment of which is guaranteed by the Principal Amount at Maturity Company or any Restricted Subsidiary (orother than Indebtedness owed to the Company or a Restricted Subsidiary), whether such Indebtedness or guarantee now exists or is created after the Issue Date, if (A) such default either (1) results from the Securities have been converted failure to semi-annual coupon notes pursuant pay any such Indebtedness at its stated final maturity (after giving effect to paragraph 12 hereof any applicable grace periods) or (2) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and Section 10.01 results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and (B) the Indenture following a Tax Eventprincipal amount of such Indebtedness, together with the Restated Principal Amountprincipal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), Initial Accreted Principal Amount plus accrued Issue Discountor the maturity of which has been so accelerated, Redemption Price, Purchase Price aggregate $65.0 million (or Change in Control Purchase Price, as its foreign currency equivalent) or more at any one time outstanding; (5) the case may be, in respect of the Securities when the same becomes due and payable; (iii) failure by the Company or the Guarantor any Significant Subsidiary to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) pay final judgments aggregating in excess of $50,000,00065.0 million (other than any judgments covered by indemnities or insurance policies issued by reputable and creditworthy companies), which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after the applicable judgment becomes final and non-appealable; (6) the Guarantee of Parent or a Significant Subsidiary that is a Guarantor or any group of Subsidiaries that are Guarantors and that, taken together as of the date of the most recent audited financial statements of the Company, would constitute a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms hereof) or Parent or any Guarantor denies or disaffirms its obligations under the Indenture or any Guarantee, other than by reason of the release of the Guarantee in accordance with the terms of the Indenture; or (7) (i) the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law: (a) commences a voluntary case, (b) consents to the acceleration entry of Debt an order for relief against it in an amount involuntary case, (taken together with amounts in (ac) above) in excess of $50,000,000 because consents to the appointment of a default with respect to such Debt without such Debt having been discharged custodian of it or such acceleration having been curedfor all or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in or (ae) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed generally is not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except paying its debts as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.they become due;

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in the payment of contingent interest when the same becomes due and payable or of semiannual interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 11(a) hereof and Article 10 of the Indenture which default in either any such case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual semiannual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event, the Restated Principal Amount), Initial Accreted 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; (iii) failure by the Company or the Guarantor to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,00010,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 10,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuinghave occurred; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare the Issue Price plus the Original Issue Discount through the date of such declaration, and any accrued and unpaid contingent interest, if any, through the date of such declaration, on all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Issue Price plus the Original Issue Discount on the Securities, and any accrued and unpaid contingent interest, if any, through the occurrence of such event, becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.

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 which becomes due and payable upon exercise by on, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in the payment when due of the Principal Amount at Maturity (orprincipal of, or premium on, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, 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 payableNotes; (iii) failure by the Company or the any Guarantor for 60 days after written notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities at Notes then outstanding to comply with any of the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result agreements in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Supplemental Indenture or the Securities except as provided in the Indenture. The Trustee may refuse (other than a default referred to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) aboveof Section 6.01 of 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 Guarantor (or the payment of which is Guaranteed by the Company or any Guarantor), whether such Indebtedness or Guarantee now exists, or is created after the date of the Supplemental Indenture, if that default: (A) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (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, exceeds the greater of (1) 1.5% of Total Assets and (2) $375.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (b) Non-Recourse Debt (except to the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt becomes directly or indirectly liable, including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or in the aggregate, exceeds the greater of (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or other credit support obligations of the Company or any of the Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or any standard securitization undertakings of the Company or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by a non-Guarantor Subsidiary; (v) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable 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 group of Guarantors) that constitutes a Significant Subsidiary, or any Person acting on behalf of any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, shall deny or disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (vi) the failure to consummate the Special Mandatory Redemption, to the extent required, as described under Section 6 or (vii) the Company or any of the Guarantors that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it determines in an involuntary case, (C) consents to the appointment of a custodian of it or for all or substantially all of its property, (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that withholding notice is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; (B)appoints a custodian of the Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary or for all or substantially all of the property of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; or (C) orders the liquidation of the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary; and the order or decree remains unstayed and in their interestseffect for 60 consecutive days.

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 which becomes due and payable upon exercise on, or Liquidated Damages with respect to, the Notes (whether or not prohibited by the Company of its option provided for in paragraph 12 hereof and Article 10 subordination provisions of the Indenture which default in either case continues for 30 daysIndenture); (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 Notes (whether or not prohibited by the subordination provisions of the Indenture following a Tax Event, the Restated Principal AmountIndenture), 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 to comply with the provisions of Sections 3.08, 4.06, 4.07, 4.21, 5.01 or 5.02 of the Indenture; (iv) failure by the Company for 30 days after written notice from the Trustee or the Guarantor Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of its other agreements covenant or agreement (except as provided in clause (i), (ii) and (iii) above) in the Indenture or herein, (v) except as permitted by the SecuritiesIndenture, subject any Subsidiary Guarantee shall be held in any judicial proceeding to notice be unenforceable or invalid or shall cease for any reason to be in full force and lapse effect or any Subsidiary Guarantor, or any Person acting on behalf of timeany Subsidiary Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; (ivvi) (a) failure default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Company or any of its Restricted Subsidiaries (or the Guarantor to make any payment of which is guaranteed by the end Company or any of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (bits Restricted Subsidiaries) below) in excess of $50,000,000whether such Indebtedness or Guarantee now exists, or (b) is created after the acceleration of Debt in an amount (taken together with amounts in Issue Date, which default (a) above) in excess of $50,000,000 because of is caused by a default with respect failure to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in pay principal when due at final stated maturity (aa "Payment Default") or (b) above shall cease 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 be curedthe maturity of which has been so accelerated, waivedaggregates $10,000,000 or more; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10,000,000, rescinded which judgments are not paid, discharged or annulled, then the Event stayed for a period of Default 60 days and are not covered by reason thereof shall be deemed not to be continuinginsurance; and or (vviii) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Restricted Subsidiary. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, with respect to the Company or any Restricted Subsidiary, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence without further action or notice. Holders of such Events of Default. Securityholders Notes may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itNotes. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal, premium, if any, interest or (ii) aboveLiquidated Damages, if any) if it determines that withholding notice is in their interestsinterest. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days in the payment when due of contingent interest when interest, on, or Liquidated Damages with respect to, the same becomes due and payable Notes whether or of interest which becomes due and payable upon exercise not prohibited by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysIndenture; (ii) the default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 Notes, whether or not prohibited by Article 10 of the Indenture 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 payableIndenture; (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after specified notice from the Guarantor Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes to comply with any of its the other agreements in the Indenture or the Securities, subject to notice and lapse of timeNotes; (iv) (a) failure of 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 Guarantor to make any payment of which is guaranteed by the end 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 (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 applicable grace period after such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of Debt in an amount which has been so accelerated, aggregates $15.0 million or more; (taken together with amounts in (bv) below) failure by the Company or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $50,000,00015.0 million, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been which judgments are not paid, discharged or stayed for a period of 60 consecutive days after such acceleration having been cured, waived, rescinded or annulled, subject to notice judgments become final and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingnon-appealable; and (vvi) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Restricted Subsidiaries. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under (a) The Company is advised and recognizes that the Issuer will assign all of its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (other than Unassigned Issuer’s Rights) against the Company arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, Events without making the Issuer a party. (b) The following shall constitute an "Event of Default include Default" hereunder: (i) default in Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or (ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the payment Trustee shall have given written notice to the Company specifying such default; or (iii) Failure to pay the principal of contingent or interest on any Indebtedness of the Company for borrowed money, as and when the same becomes shall become due and payable or of interest which becomes due and payable upon exercise by the lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the period of grace, if any, allowed with respect thereto; or (iv) Default or the happening of any event shall occur under any indenture, agreement, or other instrument under which any Indebtedness of the Company for borrowed money may be issued and such default or event shall continue for a period of its option provided for time sufficient to permit the acceleration of the maturity of any Indebtedness of the Company outstanding thereunder; or (v) Default shall occur in paragraph 12 hereof and Article 10 the observance or performance of any covenant or agreement contained in Sections 7.9 through 7.12 hereof; (vi) Subject to Section 7.1(c) of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (orrelating to force majeure, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 to observe or the Guarantor perform any other covenant, condition or agreement on its part to comply with any of its other agreements in be observed or performed under the Indenture or the SecuritiesLoan Agreement, subject other than as referred to notice in subsections (i) through (v) inclusive above, for a period of 60 days after written notice, specifying such failure and lapse of time; (iv) (a) failure of requesting that it be remedied, is given to the Company by the Issuer or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of timeTrustee; provided, however, that if any the failure stated in the notice is such failure or acceleration referred to in (a) or (b) above that can be remedied but not within such 60-day period, it 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 (v) certain events of bankruptcy or insolvency. If constitute an Event of Default occurs if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is continuingdiligently pursued until the default is remedied; or (vii) Final judgment or judgments for the payment of money aggregating in excess of $250,000 is or are outstanding against the Company or against any Property or assets of the Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry; or (viii) The occurrence of an Event of Default under the Indenture. (c) Upon the occurrence of an Event of Default, the TrusteeTrustee (or in the case of an Event of Default arising out of Unassigned Issuer’s Rights, the Issuer) shall have the power to proceed with any right or remedy granted by the Holders of at least 25% in aggregate Principal Amount at Maturity Constitution and laws of the Securities Commonwealth, as it may deem best, including without limitation any suit, action or special proceeding in equity or at law, including mandamus proceedings, for the time outstandingspecific performance of any agreement, may declare obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the Securities provisions of Section 7.1(c) of the Indenture relating to be due and payable immediatelyforce majeure. Certain events Upon the occurrence of bankruptcy or insolvency are Events an Event of Default which will result in under Section 7.1(a)(ii) of the Securities becoming due Indenture and payable immediately upon the occurrence of such Events any other Event of Default. Securityholders may not enforce Default under the Indenture or pursuant to the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders terms of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct which the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 6.4(b) (except a Default in other than interest not yet accrued) shall become immediately due and payable. (d) Any amounts collected for non-payment of amounts specified described in clause (i) or (ii) above) if it determines that withholding notice is Section 6.4 hereof pursuant to actions taken under this Section shall be paid into the Debt Service Fund and applied in their interestsaccordance with the provisions of the Indenture.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of any interest or Additional Interest, if any, on any Securities after receipt by the Company of a Notice of Default, (ii) defaults in the payment of contingent interest when the same becomes due and payable principal amount of, or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (orpremium, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, 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 on Notes when the same becomes due and payable; , whether at Stated Maturity, upon redemption, upon declaration, or otherwise, (iii) failure by the Company or the any Guarantor to comply with any of its other agreements in the Indenture or (other than those referred to in clauses (i) and (ii) above) and such failure continues for 90 days after receipt by the Securities, subject to notice and lapse Company of timea Notice of Default under the Indenture; (iv) (a) failure of default by the Company or any Guarantor in the Guarantor to make any payment by at the end final maturity thereof, after the expiration of any applicable grace period after maturity period, of Debt principal of or interest on indebtedness for money borrowed, other than Non-Recourse Debt, in an the principal amount (taken together with amounts in (b) below) in excess then outstanding of $50,000,00030 million or more, or (b) the acceleration of Debt any indebtedness in an such principal amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such Debt without such Debt having been discharged acceleration is not rescinded within 10 Business Days after notice to the Company or such acceleration having been curedGuarantor, waivedas applicable, rescinded in accordance with the Indenture, and the Trustee by the Holders of at least 25% in aggregate principal amount of all of the Securities at the time outstanding; provided that, if such event of default under such indenture or annulledinstrument shall be remedied or cured by the Company or such Guarantor, subject to notice and lapse as applicable, or waived by the requisite holders of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulledDebt, then the Event of Default by reason thereof shall be deemed not likewise to be continuing; have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Securityholders, and (v) certain events provided further, however, that subject to the provisions of bankruptcy or insolvency. If an Event Sections 7.1 and 7.2 of Default occurs and is continuingthe Indenture, the TrusteeTrustee shall not be charged with knowledge of any such event of default unless written notice thereof shall have been given to the Trustee by the Company or such Guarantor, as applicable, by the holder or an agent of the holder of any such Debt, by the trustee then acting under any indenture or other instrument under which such default shall have occurred, or by the Holders of at least not less than 25% in the aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, may declare all (v) any Guarantee ceasing to be, or the Securities Company or such Guarantor asserting that such Guarantee shall not be, in full force and effect and enforceable in accordance with its terms, except to be due the extent contemplated by the Indenture or such Guarantee; and payable immediately. Certain (vi) certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Defaultinsolvency. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default in the payment of contingent failure to pay interest on any notes when the same becomes due and payable and the default continues for a period of 30 days (whether or of interest which becomes due and payable upon exercise not such payment shall be prohibited by the Company of its option provided for in paragraph 12 hereof and Article 10 subordination provisions of the Indenture which default in either case continues for 30 days; indenture); (ii) default in payment of the Principal Amount at Maturity (orfailure to pay the principal on any notes, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 such principal becomes due and payable; , at maturity, upon redemption or otherwise (including the failure to make a payment to purchase notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the indenture); (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 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the trustee or the Guarantor to comply with any Holders of its other agreements at least 25% of the outstanding principal amount of the notes (except in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because case of a default with respect to Section 5.1, which will constitute an Event of Default with such Debt notice requirement but without such Debt having been discharged passage of time requirement); (iv) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of the Company or of any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary), whether such acceleration having been curedIndebtedness now exists or is created after the Issue Date, waived, rescinded or annulled, subject which default (a) is caused by a failure to pay principal of such Indebtedness after notice and the lapse of time; provided, however, that if any applicable grace period provided in such failure or acceleration referred to in Indebtedness on the date of such default (aa "payment default") or (b) above shall cease results in the acceleration of such Indebtedness prior to its express maturity (and such acceleration is not rescinded, or be curedsuch Indebtedness is not repaid, waivedwithin 30 days) and, rescinded 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 annulledthe maturity of which has been so accelerated (and such acceleration is not rescinded, then the Event of Default by reason thereof shall be deemed or such Indebtedness is not to be continuing; and repaid, within 30 days), aggregates $7.5 million; (v) certain events one or more judgments in an aggregate amount in excess of bankruptcy $7.5 million not covered by adequate insurance shall have been rendered against the Company or any of the Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and nonappealable; (vi) the Company or any Significant Subsidiary of the Company 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 in which it is the debtor; (C) consents to the appointment of a Custodian of it or for any substantial part of its property; or (D) makes a general assignment for the benefit of its creditors; or takes any comparable action under any foreign laws relating to insolvency; (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any Significant Subsidiary of the Company in an involuntary case; (B) appoints a Custodian of the Company or any Significant Subsidiary of the Company or for any substantial part of the property of the Company or Significant Subsidiary; (C) orders the winding up or liquidation of the Company or any Significant Subsidiary of the Company; (or any similar relief is granted under any foreign laws) and the order or decree remains unstayed and in effect for 60 days; or (viii) any Guarantee of a Significant Subsidiary ceases to be in full force and effect or any Guarantee of a Significant Subsidiary declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any of the Guarantors that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of release of a Guarantor in accordance with the terms of the indenture). If an Event of Default occurs and is continuingcontinuing (other than under clauses (vi) or (vii)), the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events If an Event of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse pursuant to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (ivi) or (ii) above) if it determines that withholding notice is in their interests.or

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 which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of Notes or the Indenture which default in either case continues for 30 daysGuarantees; (ii) default in payment of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of Notes or the Indenture 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 Guarantees when the same becomes due and payable; , at maturity, upon acceleration, redemption or otherwise, (iii) failure by the Company or the Guarantor any Obligor to comply with any of its other agreements in the Indenture Indenture, the Notes or the Securities, subject Guarantees for 60 days after written notice to notice and lapse the Company by the Trustee or the Holders of timenot less than 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (iv) (a) failure of 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 Restricted Subsidiary (or the Guarantor to make any payment of which is guaranteed by the end Company or any Restricted Subsidiary) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default is caused by a failure to pay principal on such Indebtedness at the stated final maturity thereof prior to the expiration of any applicable the grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000a “Payment Default”), or (b) results in the acceleration of Debt such Indebtedness prior to its express maturity (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 an each case, the due and payable principal amount (taken of any such Indebtedness, together with amounts in 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 $75 million or more; (av) above) in excess certain final judgments for the payment of $50,000,000 because money that remain undischarged for a period of a default with respect to 60 days after such Debt without such Debt having been discharged judgment or such acceleration having been cured, waived, rescinded or annulled, subject to notice judgments become final and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingnon-appealable; and (vvi) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare the principal amount, together with any accrued and unpaid interest, if any, and premium, if any, on all the Securities Notes and Guarantees to be due and payable 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. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time 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 Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest, if any) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, 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. References herein to interest due in respect of the Notes shall include any liquidated damages payable pursuant to Section 6.02 of the Indenture.

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 which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company to comply with the provisions of Section 3.09, 4.10, 4.15 or 5.01 of the Guarantor Indenture; (iv) failure by the Company for 180 days after notice to comply with the provisions of Section 4.03 of the Indenture; (v) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture Indenture; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the Securitiespayment of which is guaranteed by the Company or any of its Restricted Subsidiaries), subject to notice and lapse whether such Indebtedness or guarantee now exists or is created after the date of time; (iv) the Indenture, if that default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt provided in an amount such Indebtedness (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a“Payment Default”) or (b) above shall cease or be curedresults in the acceleration of such Indebtedness prior to its Stated Maturity, waivedand, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuingin each case, the Trusteeprincipal 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 Holders maturity of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.has been so

Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Amounts, Events of Default include if any, on any Note issued under the Indenture when due and payable, continued for 30 days; (i2) default in the payment of contingent interest the principal amount of or premium, if any, on any Note issued under the Indenture when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or of interest which becomes due and payable upon exercise otherwise; (3) failure to comply for 30 days after written notice by the Company Trustee on behalf of its option provided for the Holders or by the Holders of 30% in paragraph 12 hereof principal amount of the outstanding Notes with any of the Issuers’ obligations under Article 4 and Article 10 5 of the Indenture (in each case, other than a failure to purchase Notes which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 the Guarantor to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If will constitute an Event of Default occurs and is continuing, under Section 6.01(a)(2) of the Trustee, Indenture); (4) failure to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities at outstanding Notes with the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result Issuers’ other agreements contained in the Securities becoming due and payable Indenture; (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 either Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by either Issuer or any of its Restricted Subsidiaries) other than Indebtedness owed to either Issuer or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: (a) is caused by a failure to pay principal at stated maturity on such Indebtedness, immediately upon the occurrence expiration of the grace period provided in such Indebtedness; or (b) results in the acceleration of such Events Indebtedness prior to its maturity; and, in each case, the aggregate principal amount of Default. Securityholders may not enforce any such Indebtedness, together with the Indenture aggregate principal amount of any other such Indebtedness under which there has been a payment default or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture maturity of which has been so accelerated, aggregates €100.0 million or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.more;

Defaults and Remedies. Under the Indenture, Events An “Event of Default include Default” occurs if: (i) the Company defaults in any payment of interest (including any Additional Amounts) on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (ii) the Company defaults in the payment of contingent interest the principal (including any Additional Amounts) of any Note when the same becomes due and payable upon acceleration or of interest which becomes due and payable upon exercise by redemption or otherwise; (iii) the Company or any Guarantor fails to comply with any of its option provided for covenants or agreements in paragraph 12 hereof and Article 10 of the Notes or the Indenture which default (other than those referred to in either case continues for 30 days; (i) and (ii) default in above), and such failure continues for 60 days after the notice specified below; (iv) the Company, any Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company, any such Guarantor or any such Significant Subsidiary (or the payment of which is guaranteed by the Principal Amount at Maturity Company, such Guarantor or any such Significant Subsidiary) whether such Debt or guarantee now exists, or is created after the date of the Indenture, which default (ora) is caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt on the Securities have date of such default (“Payment Default”) or (b) results in the acceleration of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such Debt under which there has been converted to semi-annual coupon notes pursuant to paragraph 12 hereof a Payment Default or the maturity of which has been so accelerated, aggregates U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the aggregate; (v) one or more final judgments or decrees for the payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the time of determination) in the aggregate are rendered against the Company, any Guarantor or any Significant Subsidiary and Section 10.01 are not paid (whether in full or in installments in accordance with the terms of the Indenture judgment) or otherwise discharged and, in the case of each such judgment or decree, either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within 30 days following commencement of such enforcement proceedings or (b) there is a Tax Eventperiod of 60 days following such judgment during which such judgment or decree is not discharged, waived or the Restated Principal Amount)execution thereof stayed; (vi) an involuntary case or other proceeding is commenced against the Company, Initial Accreted Principal Amount plus accrued Issue Discountany Guarantor or any Significant Subsidiary with respect to it or its debts under any bankruptcy, Redemption Priceinsolvency or other similar law now or hereafter in effect seeking the appointment of a trustee, Purchase Price receiver, síndico, liquidator, custodian or Change other similar official of it or any substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for relief is entered against the Company, any Guarantor or any Significant Subsidiary under the bankruptcy laws now or hereafter in Control Purchase Priceeffect, and such order is not being contested by the Company, any Guarantor or any Significant Subsidiary, as the case may be, in good faith, or has not been dismissed, discharged or otherwise stayed, in each case within 60 days of being made; (vii) the Company, any Guarantor or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization, concordata or other relief with respect to itself or its Debts 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, (ii) consents to the appointment of or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Securities when Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the same becomes due and payable; Property of the Company, any Guarantor or any Significant Subsidiary or (iii) failure by effects any general assignment for the Company benefit of creditors; (viii) any event occurs that under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially the Guarantor to comply with same effect as any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration events referred to in any of clause (avi) or (bvii); (ix) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not any Note Guaranty ceases to be continuing; in full force and (v) certain events effect, other than in accordance the terms of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the TrusteeIndenture, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy a Guarantor denies or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in disaffirms its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interests.obligations under its Note Guaranty; or

Defaults and Remedies. Under The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Interest, Events of Default include if any, on any Note issued under the Indenture when due and payable, continued for 30 days; (i2) default in the payment of contingent interest the principal amount of or premium, if any, on any Note issued under the Indenture when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or of interest which becomes due and payable upon exercise otherwise; (3) failure to comply for 30 days after written notice by the Company Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with any of its option provided for in paragraph 12 hereof obligations under Article 4 and Article 10 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 to comply for 60 days after notice by the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with its other agreements contained in the Indenture; (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 either Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by either Issuer or any of its Restricted Subsidiaries) other than Indebtedness owed to either Issuer or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its 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 €100 million or more; (6) either case Issuer or any of the Restricted Subsidiaries 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 is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 30 sixty (60) 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 (ii60) default calendar days, or an order for relief is entered in payment of the Principal Amount at Maturity any such proceeding; (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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; (iii7) failure by the Company Issuers or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €100 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final; (8) any security interest under the Security Documents on any material Collateral shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the Security Document and the Indenture) for any reason other than the satisfaction in full of all obligations under this Indenture or the Guarantor to comply release or amendment of any such security interest in accordance with any the terms of its other agreements in the Indenture or such Security Document or any such security interest created thereunder shall be declared invalid or unenforceable or either Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; or (9) any Guarantee ceases to be in full force and effect, other than in accordance with the Securities, subject to notice and lapse of time; (iv) (a) failure terms of the Company Indenture or a Guarantor denies or disaffirms its obligations under its Guarantee, other than in accordance with the Guarantor to make any payment by terms thereof or upon release of the end of any applicable grace period after maturity of Debt Guarantee in an amount (taken together accordance with amounts in (b) below) in excess of $50,000,000the Indenture. However, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been curedunder Sections 6.01 (a)(3), waived6.01 (a)(4), rescinded or annulled, subject to notice 6.01(a)(5) and lapse 6.01(a)(7) of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Indenture will not constitute an Event of Default by reason thereof shall be deemed until the Trustee or the Holders of 30% in principal amount of the outstanding Notes under the Indenture notify either Issuer of the default and the Issuers do not to be continuing; and (vcure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) certain events or 6.01(a)(7) of bankruptcy or insolvencythe Indenture, as applicable, after receipt of such notice. If an Event of Default occurs and is continuing, continuing the Trustee, Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities outstanding Notes under the Indenture by written notice to either Issuer, may, and the Trustee at the time outstandingrequest of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Interest, if any, on all the Securities Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Interest, if any, on all the Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of without any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsdeclaration.

Defaults and Remedies. Under (a) The following events constitute “Events of Default” under the Indenture: An “Event of Default” occurs if or upon: (1) default in any payment of interest or Additional Amounts, Events of Default include if any, on any Note issued under the Indenture when due and payable, continued for 30 days; (i2) default in the payment of contingent interest the principal amount of or premium, if any, on any Note issued under the Indenture when the same becomes due and payable at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or of interest which becomes due and payable upon exercise otherwise; (3) failure to comply for 30 days after written notice by the Company Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with any of its option provided for in paragraph 12 hereof obligations under Article 4 and Article 10 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 to comply for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes with its other agreements contained in the Indenture; (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 either Issuer or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by either Issuer or any of its Restricted Subsidiaries) other than Indebtedness owed to either Issuer or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness, immediately upon the expiration of the grace period provided in such Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its 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 €100.0 million or more; (6) either case Issuer or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute 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 is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 30 sixty (60) 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 (ii60) default calendar days, or an order for relief is entered in payment of the Principal Amount at Maturity any such proceeding; (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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; (iii7) failure by the Company Issuers or any Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Issuers and their Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of €100.0 million (exclusive of any amounts that a solvent insurance company has acknowledged liability for), which judgments are not paid, discharged or stayed for a period of 60 days after the judgment becomes final; (8) any security interest under the Security Documents on any material Collateral shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the Security Document and the Indenture) for any reason other than the satisfaction in full of all obligations under this Indenture or the Guarantor to comply release or amendment of any such security interest in accordance with any the terms of its other agreements in the Indenture or such Security Document or any such security interest created thereunder shall be declared invalid or unenforceable or either Issuer shall assert in writing that any such security interest is invalid or unenforceable and any such Default continues for 10 days; or (9) any Guarantee ceases to be in full force and effect, other than in accordance with the Securities, subject to notice and lapse of time; (iv) (a) failure terms of the Company Indenture or a Guarantor denies or disaffirms its obligations under its Guarantee, other than in accordance with the Guarantor to make any payment by terms thereof or upon release of the end of any applicable grace period after maturity of Debt Guarantee in an amount (taken together accordance with amounts in the Indenture. (b) belowA default under Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) in excess and 6.01(a)(7) of $50,000,000, or (b) the acceleration of Debt in Indenture will not constitute an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed until the Trustee or the Holders of 30% in principal amount of the outstanding Notes under the Indenture notify either Issuer of the default and the Issuers do not to be continuing; and cure such default within the time specified in Sections 6.01(a)(3), 6.01(a)(4), 6.01(a)(5) or 6.01(a)(7) of the Indenture, as applicable, after receipt of such notice. (vc) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, continuing the Trustee, Trustee by notice to either Issuer or the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities outstanding Notes under the Indenture by written notice to either Issuer, may, and the Trustee at the time outstandingrequest of such Holders shall, may declare the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Securities Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, the principal of, premium, if any, and accrued and unpaid interest, including Additional Amounts, if any, on all the Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of without any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their interestsdeclaration.

Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default include Default: (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; Notes, (ii) default in payment when due of the Principal Amount at Maturity (orAccreted Value of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax EventNotes, 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, or the Guarantor or any of its Restricted Subsidiaries, to comply with Sections 4.16 and 5.01 of the Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries, or the Guarantor or any of its Restricted Subsidiaries, for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount at maturity of the Notes outstanding to comply with any of its their other covenants or agreements in the Indenture Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries, (or the Securitiespayment of which is guaranteed by the Company or any of its Restricted Subsidiaries, subject to notice and lapse or by the Guarantor or any of time; (iv) 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 at final stated maturity the principal amount of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or (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 $100.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries, or by the Guarantor or any of its Restricted Subsidiaries to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) pay final judgments which are non-appealable aggregating in excess of $50,000,000100.0 million (net of applicable insurance which has not been denied in writing by the insurer), or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been which judgments are not paid, discharged or such acceleration having been curedstayed for a period of 60 days, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (vvii) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or the Guarantor or any of their Significant Subsidiaries, (viii) except as permitted by the Indenture the Guarantee of the Guarantor being held in any judicial proceeding to be unenforceable or invalid or ceasing for any reason to be in full force and effect or is caused by the Guarantor's, or any Person's (such Person acting on behalf of the Guarantor), denial or disaffirmation of its obligations under the Guarantee or (ix) except as permitted by the Indenture any of the Pledge Documents cease to be in full force and effect (other than in accordance with their respective terms or the terms of the Indenture), or any of the Pledge Documents cease to give the Trustee or the Company, as the case may be, the Liens purported to be created thereby, or any Pledge Document is declared null and void. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee, Trustee by notice to the Issuers or the Holders of at least 25% in aggregate Principal Amount principal amount at Maturity maturity of the Securities at then outstanding Notes by notice to the time outstanding, Issuers and the Trustee may declare all the Securities Notes to be due and payable immediatelyin an amount equal to (x) the Accreted Value of the Notes outstanding on the date of acceleration, if such declaration is made prior to the Full Accretion Date or (y) the entire principal amount at maturity of all the Notes outstanding on the date of acceleration, plus accrued interest, if any, to the date of acceleration, if such declaration is made after the Full Accretion Date. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount principal amount at Maturity maturity of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount at maturity 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 Accreted Value of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include shall include: (i1) default for thirty (30) days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on, or Additional Interest, if any, with respect to the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; 2019 Notes, (ii2) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event2019 Notes, 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; (iii3) failure by the Company or any of the Guarantor Restricted Subsidiaries to comply with the provisions described under Article 5 or failure by the Company to consummate a Change of Control Offer or Asset Sale Offer in accordance with the provisions of the Indenture applicable to the offers, (4) failure by the Company or any of the Restricted Subsidiaries to perform any other covenant in the Indenture, other than a covenant specified in clauses (1), (2) or (3) above or that does not relate to the 2019 Notes, that continues for sixty (60) days (or one hundred twenty (120) days in the case of a failure to comply with the reporting obligations described under Section 4.03 of the Indenture) after notice to comply, (5) default under any Indebtedness for money borrowed by the Company or any of its other agreements in the Indenture Significant Subsidiaries, or the Securitiespayment of which is guaranteed by the Company or any of its Significant Subsidiaries, subject to notice and lapse of time; (iv) whether such Indebtedness or guarantee now exists, or is created after the Issue Date, which default (a) is caused by a failure to pay principal of or premium, if any, interest on, if any, or Additional Interest, if any, with respect to the Indebtedness prior to the expiration of the grace period provided in such indebtedness on the date of the default (a “Payment Default”) or (b) results in the acceleration of the 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, (6) failure by the Company or the Guarantor any of its Significant Subsidiaries to make any payment pay final judgments aggregating (net of amounts covered by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) belowinsurance policies) in excess of $50,000,00020.0 million, which judgments are not paid, discharged or stayed for a period of sixty (60) days or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v7) certain events of bankruptcy or insolvency described in the Indenture with respect to the Guarantor, the Company or any of its Restricted Subsidiaries. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, all outstanding 2019 Notes will become due and payable without further action or notice. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities then outstanding 2019 Notes and the Trustee may, and the Trustee at the time outstandingrequest of such Holders shall, may declare all the Securities 2019 Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in Upon any such declaration, the Securities becoming principal of, premium, if any, and accrued and unpaid interest, if any, and Additional Interest, if any, shall become due and payable immediately upon immediately. Holders of the occurrence of such Events of Default. Securityholders 2019 Notes may not enforce the Indenture or the Securities 2019 Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at aggregate principal amount of the time then outstanding 2019 Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the 2019 Notes notice of any continuing Default (or Event of Default, except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal of, or (ii) above) interest or premium or Additional Interest, if it determines that withholding notice is in their interestsany, on the 2019 Notes.

Defaults and Remedies. Under the Indenture, Events of Default include (each of which are more specifically described in the Indenture) (i) default for 30 days in the payment of contingent interest or additional interest when due on the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment of the Principal Amount at Maturity (orprincipal or premium, if any, on the Securities have been converted to semi-annual coupon notes Notes at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Event5 hereof, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price upon acceleration or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payableotherwise; (iii) the failure by the Company Company, QS Wholesale or the any Subsidiary Guarantor to comply with for 60 days after receipt of written notice given by the Trustee or the Holders of 25% in principal amount of the outstanding Notes of default under any of its other the obligations, covenants, or agreements of the Company, QS Wholesale or such Subsidiary Guarantor, as applicable, contained in the Indenture or the Securities, subject to notice and lapse of timeNotes; (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, QS Wholesale or any of the Restricted Subsidiaries (or the payment of which is guaranteed by the Company, QS Wholesale or any of the Restricted Subsidiaries or is recourse to the Company, QS Wholesale or the Restricted Subsidiaries, by contract or operation of law), other than Indebtedness owed to the Company, QS Wholesale or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay at the final Stated Maturity the stated principal amount or to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt provided in an amount such Indebtedness (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a“payment default”) or (b) above shall cease results in the acceleration of such Indebtedness prior to its final 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 or be curedthe maturity of which has been so accelerated, waived, rescinded aggregates $25,000,000 or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingmore; and (v) certain events of bankruptcy, insolvency or reorganization of the Company, QS Wholesale 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 pursuant to or within the meaning of any Bankruptcy Law (the “bankruptcy provisions”); (vi) failure by the Company, QS Wholesale or insolvency. If an Event any Significant Subsidiary or group of Default occurs Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and the Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final judgments aggregating in excess of $25,000,000 (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days (the “judgment default provision”); (vii) any Notes Guarantee of a Significant Subsidiary or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company, QS Wholesale and the 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 continuingdeclared null and void in a judicial proceeding or any Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Notes Guarantee; or (viii) (x) default by the Company, QS Wholesale or any Subsidiary Guarantor in the Trusteeperformance of the Security Documents which materially adversely affects the enforceability, validity, perfection or priority of the Note Liens on a material portion of the Collateral, (y) the repudiation or disaffirmation by the Company, QS Wholesale or any Subsidiary Guarantor of its material obligations under the Security Documents or (z) the determination in a judicial proceeding that the Security Documents are unenforceable or invalid against the Company, QS Wholesale or any Subsidiary Guarantor party thereto for any reason with respect to a material portion of the Collateral and such default, repudiation, disaffirmation or determination is not cured within 60 days after the Issuers receive written notice thereof from the Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities outstanding Notes. However, a default under clause (iii) or (viii) above will not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes notify the Issuers of the default and the Issuers do not cure such default within the time outstandingspecified in such clause after receipt of such notice. If an Event of Default (other than an Event of Default described in clause (v) above) occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events If an Event of Default which described in clause (v) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Notes will result in the Securities becoming become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest.

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 which becomes due and payable upon exercise by or Liquidated Damages on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company to comply with Section 4.10, 4.15 or 5.01 of the Guarantor Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeNotes; (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, which default (a) is caused by a failure to pay principal of or premium or interest on such Indebtedness prior to the Company or the Guarantor to make any payment by the end expiration of any applicable grace period after maturity of Debt provided in an amount such Indebtedness (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a"Payment Default") or (b) above shall cease 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 be curedthe maturity of which has been so accelerated, waivedaggregates $5.0 million or more; and provided, rescinded further, that if such default is cured or annulledwaived or any such acceleration rescinded, then or such Indebtedness is repaid within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, an Event of Default by reason thereof and any consequential acceleration of the Notes shall be deemed automatically rescinded, so long as said rescission does not conflict with such judgment or decree; (vi) failure by the Company or any of its Restricted Subsidiaries to be continuingpay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) 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; and (vviii) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any Guarantor. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of or premium, interest or Liquidated Damages, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, (a) Events of Default include under the Indenture include: (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on, or Liquidated Damages with respect to, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of, or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the Guarantor provisions of Sections 4.10 and 5.01 of the Indenture; (iv) failure by the Company or any of its Subsidiaries to comply with any of its the other agreements covenants in the Indenture for a period of 45 days after written notice by the Trustee or by the Securities, subject to notice and lapse Holders of timeat least 25% in principal amount of Notes then outstanding; (ivv) (a) failure of default under any mortgage, indenture or instrument under which there is issued and outstanding any Indebtedness for money borrowed by the Company or the Guarantor to make any payment of its Restricted Subsidiaries (or Indebtedness of an Unrestricted Subsidiary that is Guaranteed by the end Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default (A) is caused by a failure to pay principal at the final stated maturity of such Indebtedness (a "PAYMENT DEFAULT") or (B) results in the acceleration of such Indebtedness prior to its stated maturity, but only if the principal amount of any applicable grace period after such Indebtedness, together with the principal amount of any other Indebtedness under which there has been a Payment Default or the maturity of Debt in an amount which has been so accelerated, aggregates $10.0 million or more; (taken together with amounts in (bvi) below) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $50,000,00010.0 million, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) any judgments aggregating in excess of $50,000,000 because 20.0 million for the last event listed on Schedule 4.01(f) to the Credit Agreement, as in effect on the Issue Date (net of amounts covered by insurance or indemnity arrangements provided by a default reputable and creditworthy insurance company or other Person), which judgments are not paid, discharged or stayed for a period of 60 consecutive days after the judgments become final and non-appealable; (vii) any Subsidiary Guarantee by a Guarantor that is a Material Subsidiary or Restricted Subsidiaries that if taken together would constitute a Material Subsidiary, (x) shall be held in any judicial proceeding to be unenforceable or invalid, or (y) shall cease for any other reason, other than in accordance with respect its terms, to be in full force and effect, and for purposes of this clause (y) only, and such failure shall continue for a period of three days after written notice by the Trustee or Holders of at least 25% in principal amount of the Notes then outstanding to such Debt without such Debt having been discharged or such acceleration having been curedGuarantor, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (bz) above any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor that is a Significant Subsidiary, shall cease deny or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingdisaffirm its obligations under its Subsidiary Guarantee; and (vviii) certain events of bankruptcy or insolvency. insolvency with respect to the Company or any of its Significant Subsidiaries. (b) If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, Notes then outstanding may declare all the Securities Notes to be due and payable, including in each case accrued and unpaid interest thereon, by notice in writing to the Company and the Trustee specifying the respective Event of Default and that such notice is an Acceleration Notice, and the same (i) shall become immediately due and payable immediatelyor (ii) if there are any amounts outstanding under the Credit Agreement, shall become immediately due and payable upon the first to occur of (x) an acceleration under the Credit Agreement or (y) five Business Days after receipt by the Company and the Representative under the Credit Agreement of such Acceleration Notice, but only if such Event of Default is then continuing. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events with respect to the Company, any Material Subsidiary or any group of Default which will result in the Securities becoming Restricted Subsidiaries that, taken together, would constitute a Material Subsidiary, all outstanding Notes shall become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal of, premium, if any, or (ii) aboveinterest or Liquidated Damages) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of principal of, premium and Liquidated Damages, if any, or interest on, the Notes. The Company shall deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company, upon becoming aware of any Default or Event of Default, deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under Each of the Indenture, Events following is an Event of Default include Default: (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 days; Notes, (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax EventNotes, 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 to comply with the notice or repurchase provisions of Article 11 of the Guarantor Indenture, (iv) failure by the Company for 30 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of its other covenants or agreements in the Indenture Indenture, (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the Securitiespayment of which is guaranteed by the Company or any of its Significant Subsidiaries), subject to notice and lapse of time; (iv) whether such Indebtedness or guarantee now exists or is created after the Issue Date, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000, a "Payment Default"); or (b) results in the acceleration of Debt such Indebtedness prior to its express maturity, and, in an each case, the principal amount (taken of any such Indebtedness, together with amounts in (a) above) in excess 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 $50,000,000 because of a default with respect to such Debt without such Debt having been discharged 25.0 million or such acceleration having been curedmore, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (vvi) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee, Trustee by notice to the Company or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes by notice to the time outstanding, Company and the Trustee may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interests.interest. Holders, either (i) through the written consent (or as otherwise in accordance with the Applicable Procedures) of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee or

Defaults and Remedies. Under Each of the following constitutes an Event of Default under the Indenture, Events of Default include : (i) default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on, or Liquidated Damages with respect to, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal of or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 payableNotes; (iii) failure by the Company or any of its Subsidiaries to comply Sections 4.07, 4.08, 4.09 or 4.10 of the Guarantor Indenture; (iv) failure by the Company or any of its Subsidiaries for 60 days after notice to comply with any of its other agreements in the Indenture Indenture, the Notes, the Subsidiary Guarantees or the Securities, subject to notice and lapse of timeCollateral Documents; (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 Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity provided in such Indebtedness on the date of Debt in an amount such default (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a"Payment Default") or (b) above shall cease 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 $5,000,000 or more; (vi) failure by the Company or any of its Significant Subsidiaries to pay final judgments aggregating in excess of $5,000,000, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) default by the Company or any Subsidiary in the performance of the Collateral Documents which adversely affects the enforceability or the validity of the Trustee's Lien in the Collateral or which adversely affects the condition or value of the Collateral in any material respect, repudiation or disaffirmation by the Company or any Subsidiary of its obligations under the Collateral Documents or the determination in a judicial proceeding that the Collateral Documents are unenforceable or invalid against the Company or any Subsidiary for any reason; (viii) except as permitted by the Indenture, any Subsidiary Guarantee will be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not held in any judicial proceeding to be continuingunenforceable or invalid or will cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any person acting on behalf of any Subsidiary Guarantor, will deny or disaffirm its obligations under its Subsidiary Guarantee; and (vix) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default in failure to pay any interest on any note issued under the payment of contingent interest indenture when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues due, continued for 30 days, whether or not prohibited by the subordination provisions of the indenture; (ii) default in payment failure to pay principal of or premium, if any, on any note issued under the indenture when due, whether or not prohibited by the subordination provisions of the Principal Amount at Maturity indenture, (oriii) failure to perform or to comply with subsections 13(a), if or 13(b) of Section 1.01 of the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 Supplemental Indenture or Article 7 of the Indenture following (as superseded by Subsection 15 of Section 1.01 of the Supplemental Indenture); (iv) failure to perform any other covenant or warranty of the Company or any Guarantor in the indenture or the Notes issued under the indenture, continued for 60 days after written notice from Holders of at least 10% in principal amount of the Outstanding Notes issued under the indenture as provided in the indenture; (v) a Tax Eventdefault or defaults under any bonds, debentures, notes or other evidences of, or obligations constituting, Debt by the Company, any Guarantors or any Restricted Subsidiary or under any mortgages, indentures, instruments or agreements under which there may be issued or existing or by which there may be secured or evidenced any Debt of the Company, the Restated Principal Amount)Guarantor or any Restricted Subsidiary with a principal or similar amount then outstanding, Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price individually or Change in Control Purchase Price, as the case may beaggregate, in respect excess of $50 million (whether such Debt now exists or is hereafter created) which default or defaults constitute a failure to pay any portion of the Securities principal or similar amount of such Debt when due and payable after the same becomes expiration of any applicable grace period with respect to such Debt, or will have resulted in such Debt becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable; (iiivi) failure by the Company rendering of a final judgment or judgments, not subject to appeal, against the Company, the Parent Guarantor to comply with or any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt Restricted Subsidiaries in an aggregate amount (taken together with amounts in (b) below) in excess of $50,000,00050 million that remains unstayed, undischarged or (b) the acceleration unbonded for a period of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to 60 days after such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingrendering; and (vvii) certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization affecting the Company, AWI or any Restricted Subsidiary of the Company. If any Event of Default (other than an Event of Default of the type described in clause (vii) above) occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at then outstanding Notes may accelerate the time outstanding, may declare maturity of all the Securities to be due and payable immediatelysuch Notes. Certain events of bankruptcy or insolvency are Events If an Event of Default which of the type described in clause (vii) above occurs, the principal of any accrued interest on the Outstanding Notes will result become immediately due an payable provided, however, that after such acceleration, but before a judgment or decree based on acceleration, the Holders of a majority in the Securities becoming due aggregate principal amount of Outstanding Notes may, under certain circumstances, rescind and payable immediately upon the occurrence of annul such acceleration if all Events of Default, other than the non-payment of accelerated principal, have been cured or waived as provided in the Indenture. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Notes notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the 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 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 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 contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on, or Additional Interest, if any, with respect to, the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysFixed Rate Notes; (ii) default in the payment when due and payable (at maturity, upon redemption or otherwise) of the Principal Amount at Maturity (orprincipal of, or premium, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax Eventany, on, 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 payableFixed Rate Notes; (iii) failure by the Company or any Guarantor for 60 days after receipt of written notice given by the Guarantor Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes issued under the Indenture to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of timeFixed 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 the Guarantors (or the payment of which is guaranteed by the Company or any of the Guarantors), whether such Indebtedness or guarantee now exists, or is created after the Issue Date, if that default both: (a) (A) is caused by a failure to pay principal of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (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 holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated final maturity; and (b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness 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, aggregate $40.0 million or more at any one time outstanding; (v) failure by the Company or the Guarantor any Significant Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) pay final judgments aggregating in excess of $50,000,00040.0 million and not covered by insurance, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in 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; (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (vvi) certain events of bankruptcy or insolvencyinsolvency 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 Guarantee 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 an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 2530% in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Notes will result in the Securities becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Company is required to deliver to the Trustee may withhold from Securityholders notice annually a statement regarding compliance with the Indenture, and the Company is required, within 10 Business Days of any continuing Officer becoming aware of any Default (except a or Event of Default, to deliver to the Trustee an Officers' Certificate specifying such Default in payment or Event of amounts specified in clause (i) Default and what action the Company is taking or (ii) above) if it determines that withholding notice is in their interestsproposes to take with respect thereto.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) a default for 30 days in the payment of contingent interest when or Liquidated Damages, if any, on the same becomes due and payable Notes (whether or of interest which becomes due and payable upon exercise not prohibited by the Company of its option provided for in paragraph 12 hereof and Article 10 subordination provisions of the Indenture which default in either case continues for 30 daysIndenture); (iib) a default in payment when due of principal or premium, if any, with respect to the Notes (whether or not prohibited by the subordination provisions of the Principal Amount at Maturity Indenture); (or, if c) the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 failure of the Indenture 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 the Guarantor to comply with any of its other agreements in the or covenants in, or provisions of, such Indenture or the SecuritiesNotes outstanding under such Indenture and the Default continues for the period, subject to if applicable, and after the notice and lapse of timespecified in the next paragraph; (ivd) (a) failure of a default by the Company or the Guarantor to make any payment Restricted Subsidiary 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 end Company or any Restricted Subsidiary (or the payment of which is guaranteed by the Company or any Restricted Subsidiary), whether such Indebtedness or guarantee now exists or shall be created hereafter, if (1) either (A) such default results from the failure to pay principal of or interest on any such Indebtedness at or after the final maturity thereof (after giving effect to any extensions thereof) and such default continues for 30 days beyond any applicable grace period after period, or (B) as a result of such default the maturity of Debt in an such Indebtedness has been accelerated prior to its expressed maturity, and (2) the principal amount (taken of such Indebtedness, together with amounts the principal amount of any other such Indebtedness in (b) below) default for failure to pay principal or interest thereon at final maturity, or, because of the acceleration of the maturity thereof, aggregates in excess of $50,000,000, 10,000,000; (e) a failure by the Company or any Restricted Subsidiary to pay final judgments (bnot covered by insurance) the acceleration of Debt in an amount (taken together with amounts in (a) above) aggregating in excess of $50,000,000 because 5,000,000 which judgments a court of a default with respect to such Debt without such Debt having been discharged competent jurisdiction does not rescind, annul or such acceleration having been cured, waived, rescinded stay within 45 days after their entry and the Default or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the an Event of Default by reason thereof shall be deemed not to be continuingcontinues for such period and after the notice specified in the next paragraph; and (vf) certain events of bankruptcy or insolvencyinsolvency involving the Company or any Significant Subsidiary; and (g) except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding 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 Note Guarantee. If A Default or Event of Default under clause (c) of this Paragraph 12 (other than an Event of Default occurs and arising pursuant to Section 5.01 of the Indenture which shall be an Event of Default with the notice but without the passage of time specified in this paragraph) is continuing, not an Event of Default under the Trustee, Indenture until the Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities Notes then outstanding notify the Company of the Default and the Company does not cure the Default within 30 days after receipt of the notice. A Default or Event of Default under clause (f) of this Paragraph 12 will result in the Notes automatically becoming due and payable without further action or notice. Upon the occurrence of an Event of Default (other than under clause (f) of this Paragraph 12), the Trustee or the Holders of at least 25% in principal amount of the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result by notice in writing to the Company and the Trustee as specified in the Securities becoming Indenture, and, upon receipt by the Company of such notice, the principal of, premium, if any, and any accrued and unpaid interest on, and Liquidated Damages, if any, with respect to all Notes shall be due and payable immediately; or (ii) if there are any amounts outstanding under the Credit Agreement, to be due and payable immediately upon the occurrence first to occur of (A) an acceleration under the Credit Agreement or (B) five business days after receipt by the Company of such Events notice, but only if such Event of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it determines that withholding notice is in their intereststhen continuing.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: default for 30 days in the payment when due of interest on the Exchange Debentures; default in the payment when due of contingent interest when principal of or premium on the same becomes due and payable Exchange Debentures at maturity, upon redemption or otherwise; default in the performance or breach of interest which becomes due and payable upon exercise the provisions of Section 4.07, Section 4.09, Section 4.10 or Section 4.15 of the Indenture; default by the Company of its option provided for in paragraph 12 hereof and Article 10 of 60 days after notice from the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 the Guarantor to comply with any of its other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities at Exchange Debentures then outstanding in the performance of any other covenant, warranty or other agreement in the Indenture or the Exchange Debentures; prior to the time outstandingthat the Company has at least four operating satellites, default after expiration of any applicable grace periods by the Company, or any of its Affiliates under the Hughes Satellite Contract or the Arianespace Launch Contract, of whic▇ ▇▇▇ Trustee or the Company has received notice from Hughes or Arianespace, as the case may be, and which default would pe▇▇▇▇ ▇he other party thereto to terminate such contract; 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 Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), which default is caused by a failure to pay when due principal or interest on such Indebtedness within the grace period provided in such Indebtedness (a "Payment Default"), 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, aggregates $10.0 million or more; 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 Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), which default results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to its express maturity and the principal amount of any such Indebtedness, together with the principal amount of any other Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; failure by the Company or any of its Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability or any judgment entered against the Company in a jurisdiction outside of the United States which the Company in good faith after consultation with counsel believes is not enforceable against the Company outside of such jurisdiction) aggregating in excess of $5.0 million which judgments are not stayed within 60 days after their entry; or certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor or any Significant Subsidiary of the Company. 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 Exchange Debentures may declare all the Securities Exchange Debentures to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which insolvency, all outstanding Exchange Debentures will result in the Securities becoming become due and payable immediately upon without further action or notice. Holders of the occurrence of such Events of Default. Securityholders Exchange Debentures may not enforce the Indenture or the Securities Exchange Debentures except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Exchange Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders of the Exchange Debentures notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest. The Holders of a majority in aggregate principal amount of the Exchange Debentures then outstanding, by notice to the Trustee, may on behalf of the Holders of all of the Exchange Debentures 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 Exchange Debentures. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. (a) 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 which becomes due and payable upon exercise by on, or Additional Interest, if any, with respect to the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysNotes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal, or premium, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 any, of the Indenture following a Tax Eventany Note (at maturity, the Restated Principal Amountupon redemption or otherwise), 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 default in the payment of principal and interest on Notes required to be repurchased by the Company Section 5.10 or the Guarantor to comply with any 5.14 of its other agreements in the Indenture or the Securities, subject failure by the Parent and its Restricted Subsidiaries to notice and lapse comply with the provisions described under Section 6.01 of timethe Indenture; (iv) (a) failure by the Parent or any of its Restricted Subsidiaries to perform any other covenant or agreement of the Company Parent or any of its Restricted Subsidiaries under the Indenture Documents and such failure continues for 60 days after written notice (specifying the Default, demanding the Default be cured and stating that such notice is a “Notice of Default”) to the Parent or the Guarantor to make any payment Company by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuing; and (v) certain events of bankruptcy or insolvency. If an Event of Default occurs and is continuing, the Trustee, Trustee or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the Securities outstanding Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Parent or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the date of the Indenture (but excluding Indebtedness owing to the Company or any Restricted Subsidiary), which default (A) is caused by a failure to pay principal of such Indebtedness when due and payable after the expiration of the grace period provided in such Indebtedness (a “Payment Default”) or (B) results in the acceleration of such Indebtedness prior to its express maturity (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Parent or such Restricted Subsidiary of notice of any such acceleration) 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 $10.0 million (or its foreign currency equivalent); (vi) failure by the Parent or any of its Restricted Subsidiaries to pay final judgments which are non-appealable in an aggregate amount (net of any amount covered by indemnities or insurance issued by a reputable and creditworthy insurer that has not disclaimed coverage) in excess of $10.0 million (or its foreign currency equivalent), which judgments are not paid, discharged or stayed for a period of 60 consecutive days following such judgment becoming final and non-appealable; (vii) (A) any security interest created by any Collateral Document ceases to be in full force and effect (except as permitted by the terms of the Indenture or the Collateral Documents) or (B) the breach or repudiation by the Parent or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document (other than by reason of a release of such obligation or Lien related thereto in accordance with the terms of the Indenture or the Collateral Documents); provided that, in the case of clauses (A) and (B), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest in favor of the Collateral Agent under any applicable law (other than the law of any foreign jurisdiction) (to the extent required under the Collateral Documents); (viii) except as expressly permitted by the Indenture, any Note Guarantee from Parent or a Significant Subsidiary (or any group of Restricted Subsidiaries that taken together, would constitute a Significant Subsidiary) shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee (other than by reason of a release of such Guarantor under such Note Guarantee in accordance with the terms of the Indenture Documents); and (ix) certain events of bankruptcy or insolvency with respect to the Parent or any Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary. (b) If any Event of Default occurs and is continuing and has not been waived by the Holders, the Trustee or the Holders of at least 25% in aggregate principal amount of the time outstanding, then outstanding Notes may declare all the Securities Notes to be due and payable immediately. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events insolvency, with respect to the Parent or any Significant Subsidiary or any group of Default which will result in the Securities becoming Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Securityholders Holders may not enforce the Indenture or the Securities Notes 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 at least a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders Holders notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of amounts specified in clause (i) principal, premium, if any, or (ii) aboveinterest or Additional Interest, if any) if it determines that withholding notice is in their interestsinterest. (c) The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Company and the Trustee may on behalf of the Holders of all of the Notes waive (including in connection with a purchase of, or tender offer or exchange offer for, Notes) any existing Default or Event of Default and its consequences under the Indenture (including any acceleration of the Notes), except a continuing Default or Event of Default in the payment of principal, premium, if any, interest or Additional Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration). (d) In the event of any Event of Default specified in clause (a)(v) above, such Event of Default and all consequences thereof (including any acceleration of the Notes but excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose the Company delivers an Officers’ Certificate to the Trustee stating that, both: (i) either (x) the default giving rise to such Event of Default pursuant to clause (a)(v) shall be remedied or cured pursuant to the terms of, or waived by the holders of, such Indebtedness or any consequent acceleration of such Indebtedness shall be rescinded, annulled or otherwise cured or (y) such Indebtedness shall have been discharged in full; and (ii) (x) the rescission and annulment of such acceleration of the Notes would not conflict with any judgment or decree of any court of competent jurisdiction and (y) all existing Events of Default, except nonpayment of principal, premium, interest or Additional Interest, if any, on the Notes that became due solely because of such acceleration of the Notes, have been cured or waived. (e) The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the other Indenture Documents 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 (each of which is described in greater detail in the Indenture) (i) default for 30 days in the payment of contingent interest interest, if any, when due on the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysSecurities; (ii) default in payment of the Principal Amount at Maturity (orprincipal or of premium, if any, on the Securities have been converted to semi-annual coupon notes when due at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 12 hereof and Section 10.01 5 of the Indenture following a Tax EventSecurities, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price upon declaration or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payableotherwise; (iii) the failure by the Company Issuers or the any Subsidiary Guarantor to comply with its obligations under Article IV or Section 10.2 of the Indenture; (iv) failure by the Issuers to comply for 30 days after written notice with any of its obligations under the covenants described under Section 3.10 of the Indenture (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 Issuers to comply for 60 days after written notice with its other agreements contained in the Indenture or under the Security Documents or Securities; (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Issuers or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Issuers or any of its Restricted Subsidiaries), other than Indebtedness owed to the Issuers or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the issue date of the Initial Securities, subject to notice and lapse of time; (iv) which default (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the Company or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt provided in an amount such Indebtedness (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a“payment default”) or (b) above shall cease results in the acceleration of such Indebtedness prior to its 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 or be curedthe maturity of which has been so accelerated, waived, rescinded aggregates $20.0 million or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingmore (or its foreign currency equivalent); and (vvii) certain events of bankruptcy, insolvency or reorganization of the Issuers 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 Issuers or insolvencyany 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 to pay final judgments aggregating in excess of $20.0 million (or its foreign currency equivalent) (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing), which judgments are not paid, discharged, waived or stayed for a period of 60 days or more after such judgment becomes final (the “judgment default provision”); (ix) any Subsidiary Guarantee of 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 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 group of Subsidiary Guarantors that taken together as of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries would constitute a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee; or (x)(A) any Security Document is held in any judicial proceeding to be unenforceable or invalid in any material respect or ceases for any reason to be in full force and effect in any material respect, other than in accordance with the terms of the relevant Security Documents and except solely as a result of any action taken or not taken by the Collateral Agent acting in its capacity as collateral agent that was required to be taken or not taken by the Collateral Agent acting in its capacity as collateral agent pursuant to the Security Documents, or (B) any security interest created by any Security Document ceases to be in full force and effect (except as permitted by the terms of this Indenture or the Security Documents and except solely as a result of any action taken or not taken by the Collateral Agent that was required to be taken or not taken by the Collateral Agent pursuant to the Security Documents) with respect to Collateral having a fair market value, as determined in good faith by the Company’s Board of Directors, in excess of $5.0 million , and such default continues for a period of 60 days after the Company receives notice thereof from the Trustee or from the Holders of at least 25% in principal amount of the Securities outstanding specifying such default. If an Event of Default (other than an Event of Default described in clause (vii) of the foregoing paragraph) occurs and is continuing, the TrusteeTrustee by notice to the Issuers, or the Holders of at least 25% in aggregate Principal Amount at Maturity principal amount of the outstanding Securities by notice to the Issuers and the Trustee, may, and the Trustee at the time outstandingrequest of such Holders shall, may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events If an Event of Default which will result described in clause (vii) hereof occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities becoming will become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of amounts specified in clause (i) principal or (ii) aboveinterest) if it determines that withholding notice is in their interestsinterest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: default for 30 days in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by on the Company of its option provided for in paragraph 12 hereof and Article 10 of the Indenture which default in either case continues for 30 daysSenior Notes; (ii) default in payment when due of the Principal Amount at Maturity (orprincipal or premium, if any, on the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture following a Tax EventSenior Notes at maturity, the Restated Principal Amount), Initial Accreted Principal Amount plus accrued Issue Discount, Redemption Price, Purchase Price upon redemption or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due and payableotherwise; (iii) failure by 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; failure by the Company for 30 days after notice from the Trustee or the Guarantor holders of at least 25% in principal amount of the Senior Notes then outstanding to comply with any of its other agreements in the Indenture or the SecuritiesSenior Notes; default under any mortgage, subject to notice 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 Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default (x) is caused by a Payment Default, and lapse the principal amount of time; (iv) (a) failure any such Indebtedness, together with the principal amount of any other such Indebtedness of the Company or any Significant Subsidiary under which there has been a Payment Default or the Guarantor maturity of which has been accelerated as provided in clause (y), aggregates $5.0 million or more or (y) results in the acceleration (which acceleration has not been rescinded) of such Indebtedness prior to make its express maturity and the principal amount of any payment 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 $5.0 million or more; failure by the end Company or any of its Subsidiaries to pay final judgments (other than any applicable grace period after maturity of Debt judgment as to which a reputable insurance company has accepted full liability in an amount (taken together with amounts in (bwriting) below) aggregating in excess of $50,000,0005.0 million which judgments are not paid, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to be continuingstayed within 45 days after their entry; and (v) certain events of bankruptcy or insolvencyinsolvency with respect to the Company or any of its Significant Subsidiaries. If an any Event of Default occurs and is continuing, the Trustee, Trustee or the Holders holders of at least 2525 % in aggregate Principal Amount at Maturity principal amount of the Securities at the time outstanding, then outstanding Senior Notes may declare all the Securities Senior Notes to be due and payable immediately. Certain Upon such declaration, the principal of, premium, if any, and accrued and unpaid interest and Liquidated Damages, if any, on the Senior 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 insolvency are Events with respect to the Company or any of Default which will result in its Significant Subsidiaries, the Securities becoming foregoing amount shall ipso facto become due and payable immediately upon without further action or notice. Holders of the occurrence of such Events of Default. Securityholders Senior Notes may not enforce the Indenture or the Securities Senior Notes 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 holders of a majority in aggregate Principal Amount at Maturity principal amount of the Securities at Senior Notes then outstanding, by notice to the time outstanding Trustee, may direct on behalf of the Trustee in holders of all of the Senior Notes, waive any existing Default or Event of Default and its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any consequences under the Indenture, except a continuing Default (except a or Event of Default in the payment of amounts specified in clause (i) interest or (ii) above) if it determines that withholding notice is in their interestsLiquidated Damages or premium on, or the principal of, the Senior Notes.

Defaults and Remedies. Under (a) The Company is advised and recognizes that the Issuer will assign all of its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (other than Unassigned Issuer’s Rights) against the Company arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, Events without making the Issuer a party. (b) The following shall constitute an “Event of Default include Default” hereunder: (i) default in Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or (ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the payment Trustee shall have given written notice to the Company specifying such default; or (iii) Failure to pay the principal of contingent or interest on any Indebtedness of the Company for borrowed money, as and when the same becomes shall become due and payable or of interest which becomes due and payable upon exercise by the lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the period of grace, if any, allowed with respect thereto; or (iv) Default or the happening of any event shall occur under any indenture, agreement, or other instrument under which any Indebtedness of the Company for borrowed money may be issued and such default or event shall continue for a period of its option provided for time sufficient to permit the acceleration of the maturity of any Indebtedness of the Company outstanding thereunder; or (v) Default shall occur in paragraph 12 hereof and Article 10 the observance or performance of any covenant or agreement contained in Sections 7.9 through 7.12 hereof; (vi) Subject to Section 7.1(c) of the Indenture which default in either case continues for 30 days; (ii) default in payment of the Principal Amount at Maturity (orrelating to force majeure, if the Securities have been converted to semi-annual coupon notes pursuant to paragraph 12 hereof and Section 10.01 of the Indenture 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 to observe or the Guarantor perform any other covenant, condition or agreement on its part to comply with any of its other agreements in be observed or performed under the Indenture or the SecuritiesLoan Agreement, subject other than as referred to notice in subsections (i) through (v) inclusive above, for a period of 60 days after written notice, specifying such failure and lapse of time; (iv) (a) failure of requesting that it be remedied, is given to the Company by the Issuer or the Guarantor to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) below) in excess of $50,000,000, or (b) the acceleration of Debt in an amount (taken together with amounts in (a) above) in excess of $50,000,000 because of a default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of timeTrustee; provided, however, that if any the failure stated in the notice is such failure or acceleration referred to in (a) or (b) above that is can be remedied but not within such 60-day period, it 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 (v) certain events of bankruptcy or insolvency. If constitute an Event of Default occurs if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is continuingdiligently pursued until the default is remedied; or (vii) Final judgment or judgments for the payment of money aggregating in excess of $250,000 is or are outstanding against the Company or against any Property or assets of the Company and any one of such judgments has remained unpaid, unvacated, unbonded or unstayed by appeal or otherwise for a period of 60 days from the date of its entry; or (viii) The occurrence of an Event of Default under the Indenture. (c) Upon the occurrence of an Event of Default, the TrusteeTrustee (or in the case of an Event of Default arising out of Unassigned Issuer’s Rights, the Issuer) shall have the power to proceed with any right or remedy granted by the Holders of at least 25% in aggregate Principal Amount at Maturity Constitution and laws of the Securities Commonwealth, as it may deem best, including without limitation any suit, action or special proceeding in equity or at law, including mandamus proceedings, for the time outstandingspecific performance of any agreement, may declare obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the Securities provisions of Section 7.1(c) of the Indenture relating to be due and payable immediatelyforce majeure. Certain events Upon the occurrence of bankruptcy or insolvency are Events an Event of Default which will result in under Section 7.1(a)(i) or 7.1(a)(ii) of the Securities becoming due Indenture and payable immediately upon the occurrence of such Events any other Event of Default. Securityholders may not enforce Default under the Indenture or pursuant to the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders terms of a majority in aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct which the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 6.4(b) (except a Default in other than interest not yet accrued) shall become immediately due and payable. (d) Any amounts collected for non-payment of amounts specified described in clause (i) or (ii) above) if it determines that withholding notice is Section 6.4 hereof pursuant to actions taken under this Section shall be paid into the Debt Service Fund and applied in their interestsaccordance with the provisions of the Indenture.