Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 4.11 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the outstanding Notes outstanding to comply with any of their the other covenants or agreements in the Supplemental Indenture or the security documents required by the Indenture, ; (vv)(a) default under any other mortgage, indenture indenture, agreement or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by of the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) default is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior at its stated final maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default Indebtedness) (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 100,000,000 or more; provided that this clause (v)(a) shall not apply to Indebtedness that becomes due solely as a result of the voluntary sale or transfer of property or assets to the extent such sale or transfer is permitted by the terms of such Indebtedness; or (b) the Company and any Guarantor shall, with respect to Limited Recourse Debt in an aggregate principal amount in excess of $300,000,000, default in the observance or performance of any agreement or condition relating to any such Limited Recourse Debt or contained in any instrument or agreement evidencing, securing or relating thereto, and such Limited Recourse Debt shall as a result thereof become due prior to its final stated maturity; (vi) failure by any of the Security Documents shall cease, for any reason, to be in full force and effect (other than in accordance with its terms) with respect to Collateral with a book value greater than $50,000,000, or the Company or any Guarantor shall so assert, or any Lien (affecting Collateral with a book value greater than $50,000,000) created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby (other than, in each case, pursuant to a failure of the Trustee, the Collateral Agent, any other agent appointed by the Trustee, the Collateral Agent or the Holders to take any action within the sole control of such Person) (it being understood that the release of Collateral from the Security Documents or the discharge of a Guarantor therefrom shall not be construed (x) as any of the Security Documents ceasing to be in full force and effect or (y) as any of the Liens created thereunder ceasing to be enforceable or of the same priority and effect purported to be created thereby); (vii) except as permitted by the Indenture or the Guarantee and Collateral Agreement, any Note Guarantee of a Significant Subsidiary ceases, for any reason, to be in full force and effect (other than in accordance with its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 millionterms), net of applicable insurance which has not been denied or any Significant Subsidiary that is a Guarantor denies or disaffirms in writing its obligations under its Note Guarantee; (viii) the Lien subordination provisions in favor of the Holders or any other provision of the Collateral Agency and Intercreditor Agreement shall cease for any reason to be valid (other than by its express terms) and, in the insurercase of any provision of the Collateral Agency and Intercreditor Agreement other than the Lien subordination provisions in favor of the Holders, which judgments the result thereof is that the interests of the Holders are materially and adversely affected, or the Company or any Guarantor shall assert in writing that the Lien subordination provisions in favor of the Holders or any such other provision of the Collateral Agency and Intercreditor Agreement shall not paid, discharged or stayed for a period of 60 days or any reason be valid (viiother than by its express terms); and (ix) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of its Guarantors that, taken together, would constitute a Significant SubsidiariesSubsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 2530% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 (measured at the time of the Payment Default) or the maturity of which has been so accelerated, aggregates the greater of (1) $100.0 1,000 million or moreand (2) 0.675% of Total Assets, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (measured when such judgment is rendered) which are non-appealable aggregating in excess of the greater of (1) $100.0 million1,000 million and (2) 0.675% of Total Assets, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries as set forth in the Supplemental Indenture. However, a Default under clause (iii), (iv), (v) or (vi) of the previous paragraph will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (iv) and (vi), the Issuers do not cure such Default within the time specified in clause (iv) or (vi) of this paragraph after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 2530% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Any Noteholder Direction provided by any one or more Directing Holders must be accompanied by a Position Representation, which representation, in the case of a Default Direction shall be deemed repeated at all times until the resulting Event of Default is cured or otherwise ceases to exist or the Notes are accelerated. In addition, each Directing Holder must, at the time of providing a Noteholder Direction, make a Verification Covenant. In any case in which the Holder is DTC or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the Beneficial Owner of the Notes in lieu of DTC or its nominee, and DTC shall be entitled to rely on such Position Representation and Verification Covenant in delivering its direction to the Trustee. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers determine in good faith that there is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and provide to the Trustee evidence that the Issuers have initiated litigation in a court of competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position Representation, and seeking to invalidate any Event of Default that resulted from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to such Event of Default shall be automatically reinstituted and any remedy stayed pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Issuers provide to the Trustee an Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with respect to such Default shall be automatically stayed and the cure period with respect to any Event of Default that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed until such time as the Issuers provide the Trustee with an Officers’ Certificate that the Verification Covenant has been satisfied; provided that the Issuers shall promptly deliver such Officers’ Certificate to the Trustee upon becoming aware that the Verification Covenant has been satisfied. Any breach of the Position Representation (as evidenced by the delivery to the Trustee of the Officers’ Certificate stating that a Directing Holder failed to satisfy its Verification Covenant) shall result in such Holder’s participation in such Noteholder Direction being disregarded; and if, without the participation of such Holder, the percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not to have received such Noteholder Direction or any notice of such Default or Event of Default. Notwithstanding anything in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event of Default as the result of a bankruptcy or similar direction shall not require compliance with the foregoing paragraphs. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. Any time period in the Base Indenture or the Supplemental Indenture to cure any actual or alleged Default or Event of Default with respect to the Notes may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of Default with respect to the following is an Event of DefaultNotes include: (i) default for 30 consecutive 60 days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes at maturity, upon redemption or otherwise, (iii) failure by the Company an Issuer or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Subsidiary Guarantor for 30 consecutive 90 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their the other covenants or agreements in the Indenture (provided that notice need not be given, and an Event of Default shall occur, 90 days after any breach of the provisions of Section 6.01 of the Supplemental Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Debt of an Issuer or any of its Restricted the Partnership’s Subsidiaries (or the payment of which is guaranteed by the Company Partnership or any of its Restricted Subsidiaries), whether such Indebtedness Debt or guarantee now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “Payment Default”); ) or (b) results in the acceleration of the maturity of such Indebtedness Debt to a date prior to its express original stated maturity, and, in each casecase described in clause (a) or (b), the principal amount of any such IndebtednessDebt, together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, subject to the proviso set forth in Section 7.01(a)(iv) of the Supplemental Indenture; (v) except as permitted by the Indenture, any Guarantee shall cease for any reason to be in full force and effect (except as otherwise provided in the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or its Guarantee and (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company an Issuer or any of its Significant Subsidiariesthe Subsidiary Guarantors. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinvolving an Issuer, but not any Subsidiary Guarantor, all outstanding Outstanding Notes will shall become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to power. If and so long as the Notes. The board of directors, an executive committee of the board of directors or trust committee of Responsible Officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding Outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing past Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, on the NotesNotes or any other Default specified in Section 6.06 of the Original Indenture. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Issuers are required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of Default include (a) a Default in any payment of interest on any Note when the following is an Event same becomes due and payable occurs, and such default continues for a period of Default: 30 days; (ib) default for 30 consecutive days a Default in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on any Note when the Notessame becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding guarantor fails to comply with any of their other covenants or its agreements in the Supplemental IndentureNotes, the Indenture or any guarantee of the Notes, as applicable (vother than those referred to in (a) or (b) 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 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 hereafter be created, which default shall constitute a failure to pay $50,000,000 or more 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, without such payment being made in full or such acceleration having been rescinded or annulled, within a period of its Restricted Subsidiaries 30 days after the notice specified below; (e) any guarantee with respect to the Notes ceases for any reason to be, or the payment of which is guaranteed asserted by the Company or the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: Notes; and (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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (viif) certain events of bankruptcy or insolvency with respect to involving the Company or any of its Significant Subsidiariesguarantor. In the case of A Default with respect to Notes under clause (c) and (d) above is not an Event of Default arising from certain events of bankruptcy or insolvency with respect until the Trustee (by written notice to the Company, all ) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes will become due (by written notice to the Company and payable without further action 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 any other an 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 of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it in good faith determines that withholding notice is in not opposed to their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each (a) Under the Indenture, Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Additional Interest, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of principal, or premium, if any, on the Notesof any Note when due at maturity, upon optional redemption, upon required purchase, upon acceleration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 its obligations under Section 5.10, 5.14, or 5.15 or Article 6 of the Supplemental Indenture, ; (iv) failure by to perform any other covenant or agreement of the Company or any of its Restricted Subsidiaries under the Indenture Documents for 30 consecutive days after the earlier to occur of (x) written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders holders of at least 25% of the in aggregate principal amount of the Notes then outstanding to comply with voting as a single class and (y) the date on which any of their other covenants the Chairman of the Board, the President, the Chief Financial Officer or agreements in the Supplemental Indenture, Treasurer became aware of such failure; (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 Guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (aA) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness on or prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates in excess of $100.0 10.0 million (or more, its foreign currency equivalent); (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable 10.0 million (or its foreign currency equivalent) (not covered by independent third-party insurance as to which liability has not been denied in writing by the insurersuch insurance carrier), which judgments are not paid, discharged or stayed for a period of 60 days following such judgment becoming final, and in the event such judgment is covered by insurance, any enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; (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 (viiB) the breach or repudiation by the Company or any of its Restricted Subsidiaries of any of their obligations under any Collateral Document; provided that, in the case of clauses (A) and (B), such cessation, breach or repudiation, individually or in the aggregate, results in Collateral having a Fair Market Value in excess of $5.0 million not being subject to a valid, perfected security interest; (viii) except as expressly permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee in writing; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoSubsidiary.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 in-solvency with respect to the Company, all outstanding Notes will become due and payable without with-out further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment when due of interest on on, including Additional Interest, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply (for 30 days in the case of a failure to comply that is capable of cure) with Sections 4.16 and 4.06, 4.07 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or to comply with any of its Restricted Subsidiaries other agreements in the Indenture for 30 consecutive 60 days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, 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 an Issuer or any Restricted Subsidiary of the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company an Issuer or any Restricted Subsidiary of its Restricted Subsidiariesthe Company), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vi) the failure by an Issuer or any Restricted Subsidiary of the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable by courts of competent jurisdiction aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Guarantee of a Subsidiary Guarantor shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (ix) certain events of bankruptcy or insolvency with respect to an Issuer, the General Partner or any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken as a whole, would constitute a Significant SubsidiariesSubsidiary. In If any Event of Default occurs and is continuing, the Trustee may or at the request of the Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency insolvency, with respect to an Issuer or the CompanyGeneral Partner, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal ofor premium, if any, of the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Issuers are required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment of interest or Special Interest, if any, when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 3.7, 3.9 or 4.1 of the Supplemental Indenture, ; (iv) the failure by the Company or any of its Restricted Subsidiaries to comply for 30 consecutive 60 days after written notice thereof has been given to with its other agreements contained in the Company by the Trustee Indenture or to the Company and the Trustee by the Holders of at least 25% of the principal amount of under the Notes outstanding (other than those referred to comply with any of their other covenants in (i), (ii) or agreements in the Supplemental Indenture, (iii) above); (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or Special 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, 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 20.0 million or more, ; (vi) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 20.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged discharged, stayed or stayed fully bonded for a period of 60 days or (viiviii) certain events of bankruptcy any Note Guarantee shall be held in a judicial proceeding to be not enforceable or insolvency with respect valid or shall cease to be in full force and effect or any Guarantor or other Person acting on its behalf shall deny or disaffirm its obligations under its Note Guarantee (except pursuant to the Company release or termination of any of its Significant Subsidiaries. In such Note Guarantee in accordance with 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 noticeIndenture). If any other an Event of Default occurs and is continuingcontinuing (other than an Event of Default described in clause (vi) above), the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal principal, interest or interest) premium, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest onany, or the principal ofSpecial Interest, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoif any.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on on, the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the outstanding Notes outstanding to comply with any of their the other covenants or agreements in the Supplemental Indenture, ; (viv) default under any mortgagedocument evidencing any indebtedness of the Company for borrowed money represented by notes, indenture bonds, debentures or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed other evidences of indebtedness 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)Company, whether such Indebtedness or guarantee indebtedness now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) default is caused by a failure to pay principal when due at final stated (and not any interim) maturity the principal amount of such Indebtedness (on or prior to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default indebtedness) (a “Payment Default”); ) or (b) results in the acceleration of such Indebtedness indebtedness prior to its express maturitymaturity (without such acceleration having been rescinded, annulled or otherwise cured), and, in each case, the principal amount of any such Indebtednessindebtedness, together with the principal amount of any other such Indebtedness indebtedness under which there has been a Payment Default or the maturity of which has been so acceleratedaccelerated (without such acceleration having been rescinded, annulled or otherwise cured), aggregates $100.0 million 100,000,000 or more, ; provided that this clause (viiv) failure by shall not apply to (a) secured indebtedness that becomes due as a result of the voluntary sale or transfer of property or assets securing such indebtedness and (b) 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 (v) (a) a court of competent jurisdiction (x) enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Material Subsidiaries to pay final judgments which are non-appealable aggregating in excess an involuntary case; (y) appoints a custodian for all or substantially all of $100.0 million, net the property of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Material Subsidiaries; or (z) orders the liquidation of the Company or any of its Material Subsidiaries and, in each of clauses (x), (y) or (z), the order, appointment or decree remains unstayed and in effect for at least 60 consecutive days; or (b) the Company or any of its Material Subsidiaries, pursuant to or within the meaning of Bankruptcy Law, (w) commences a voluntary case; (x) consents to the entry of an order for relief against it in an involuntary case; (y) consents to the appointment of a custodian of it or for all or substantially all of its property; or (z) makes a general assignment for the benefit of its creditors. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companytype specified in clause (v) above, 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 by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on interest, if any, with respect to the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantors to comply with Sections 4.16 and 4.11 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their the other covenants or agreements in the Supplemental IndentureIndenture or the Notes, not set forth in clause (iii) above; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company Xxxx Las Vegas or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed by the Company Xxxx Las Vegas or any of its Restricted Subsidiaries), the Guarantors) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental 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 25.0 million or more, if such acceleration is not annulled within 30 days after written notice as provided in the Indenture; (vi) failure by the Company Wynn Capital, Xxxx Las Vegas or any of its Restricted Subsidiaries the Guarantors to pay final judgments which are non-appealable judgments (not paid or covered by insurance as to which the relevant insurance company has not denied responsibility) aggregating in excess of $100.0 25.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, bonded, discharged or stayed for a period of 60 days days; (vii) the Pledge Agreement shall cease, for any reason (other than pursuant to its terms or the terms of the Indenture), to be in full force and effect or Wynn Capital, Xxxx Las Vegas or any Affiliate of any such Person or any Person acting on behalf of any such Person, shall so assert, or any security interest created, or purported to be created, by Pledge Agreement shall cease to be enforceable and of the same effect and priority purported to be created by the Pledge Agreement; or (vii) certain events of bankruptcy or insolvency described in the Indenture with respect to the Company (a) either Issuer or (b) any of its Significant SubsidiariesGuarantor. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company(a) either Issuer or (b) any Guarantor, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture, the Intercreditor Agreement and the Pledge Agreement. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or interest) interest or premium, if it determines that withholding notice is in their interestany. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, waive any existing Default or Event of Default and its consequences under the Supplemental Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 2530% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 2530% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days in the payment when due of interest on the Notes, ; (iib) default in payment when due of the principal of or premium, if any, on the Notes, ; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 4.7 through 4.12 and 5.01 Article V of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their covenant, representation or warranty or other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: which default (ai) is caused by a failure to pay at final stated maturity the principal amount of or premium or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vif) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (g) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such case, such Guarantor and its Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; (viih) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In ; (i) the case Subsidiary Guarantees provided by the Guarantors that would constitute a Significant Subsidiary cease to be in full force and effect of an Event of Default arising from certain events of bankruptcy such Guarantors deny or insolvency with respect disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Security Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the CompanyCollateral or (B) the Security Agreement shall be terminated or cease to be in full force and effect if, all outstanding Notes will become due and payable without further action in either case, such default continues for 30 days after notice or noticethe enforceability thereof shall be contested by the Company or any Guarantor. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interestpower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Special Interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with observe or perform any of their covenant, representation, warranty or other covenants or agreements agreement in the Supplemental Indenture, ; (v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (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, more and has not been discharged in full or such acceleration rescinded or annulled within 20 days of such Payment Default or acceleration; (vi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In ; and (viii) except as permitted by the case of an Event of Default arising from certain events of bankruptcy Indenture, the Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or insolvency with respect invalid or shall cease for any reason to be in full force and effect or the Company, all outstanding Notes will become due and payable without further action Guarantor or noticeany Person acting on its behalf shall deny or disaffirm its obligations under the Guarantor's Subsidiary Guarantee. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium and Special Interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an An "Event of Default" occurs if: (i) default for 30 consecutive days the Company defaults in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, Notes and such default continues for a period of 30 days; (ii) default the Company defaults in the payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company fails to comply with any of the provisions of Sections 4.10, 4.15, or 5.01 of the Indenture; (iv) the Company or any of its Restricted Subsidiaries fails to comply with the provisions of Sections 4.16 4.07 and 5.01 4.09 for 30 days after notice of the Supplemental Indenture, such failure has been given; (ivv) failure by the Company fails to observe or perform any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, Indenture or the Notes for 60 days after notice of such failure has been given; (vvi) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) which default is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b) , results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 20,000,000 or more, ; (vivii) failure by the Company or any of its Restricted Subsidiaries fails to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer20,000,000, which judgments are not paid, discharged or stayed for a period of 60 days days; (viii) any Subsidiary Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee, except as permitted by this Indenture; and (viiix) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Restricted Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to April 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes prior to April 15, 2003, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest (including Special Interest, if any) on the Notes, ; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 4.07, 4.09, 4.10, 4.15, and 5.01 of the Supplemental Indenture, Indenture for 30 days; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in the Indenture for 30 consecutive 60 days after written notice thereof has been given specifying such failure is delivered to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million, 15.0 million (net of applicable amounts which are covered by insurance which has not been denied in writing by the insureror bonded), which judgments are not paid, discharged or stayed for a period of 60 days days; (vii) (A) breach by the Company or any of its Restricted Subsidiaries of any representation, warranty or agreement in any Collateral Document; (B) 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 (viiC) the repudiation by the Company or any of its Restricted Subsidiaries of any of its obligations under any Collateral Document; provided that, in the case of clauses (A), (B) and (C), such breach, cessation 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; (viii) 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; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers Issuer or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers Issuer and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are Issuer is required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are Issuer is taking or propose to take with respect thereto.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are Company is required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of Default: Default include (i) default for 30 consecutive days in the payment of interest when due of interest on the Notes, Securities; (ii) default in payment when due of the principal of or premium, if any, on the NotesSecurities at Stated Maturity, upon required repurchase or upon optional redemption pursuant to paragraph 5 of the Securities, upon declaration or otherwise; (iii) the failure by the Company or any of its Restricted Subsidiaries Subsidiary Guarantor to comply with Sections 4.16 and 5.01 its obligations under Article IV or Section 10.2 of the Supplemental Indenture, ; (iv) failure by the Company or to comply for 30 days after notice with any of its Restricted Subsidiaries obligations under the covenants described under Sections 3.3 through 3.8 inclusive and Section 3.12 of the Indenture (in each case, other than a failure to purchase Securities when required pursuant to Section 3.6, which failure shall constitute an Event of Default under clause (ii) above); (v) the failure by the Company to comply for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements contained in the Supplemental IndentureIndenture or under the Securities (other than those referred to in (i), (vii), (iii) or (iv) above); (vi) default under any mortgage, indenture or instrument under which there may be issued or by which there may be outstanding, or by which there may be secured or evidenced any Indebtedness Debt for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment other than Non-Recourse Debt of which is guaranteed by the Company or any of its Restricted Subsidiariesa Non-Recourse Subsidiary), whether such Indebtedness or guarantee Debt now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness Debt prior to the expiration of the grace period provided in such Indebtedness on the date of such default Debt (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness Debt prior to its express maturity, maturity (the "cross acceleration provision") and, in each case, the principal amount of any such IndebtednessDebt, together with the principal amount of any other such Indebtedness Debt under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more, (vi) failure more or its foreign currency equivalent at the time and such acceleration shall not have been rescinded or annulled within 10 days after written notice of such acceleration has been received by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or such Subsidiary; (vii) certain events of bankruptcy, insolvency or reorganization of the Company (the "bankruptcy provisions"); or insolvency with respect to (viii) entry in a court of competent jurisdiction of a final judgment for the payment of $20.0 million or more rendered against the Company or any of its Significant SubsidiariesSubsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 90 days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (B) the date on which all rights to appeal have been extinguished (the "judgment default provision"). In the case of However, a default under clauses (iv) and (v) will not constitute 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 any other Event of Default occurs and is continuing, until the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes 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 occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities by notice to the Issuers and the Trustee may declare all the Notes Company to be due and payablepayable immediately. Holders Securityholders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million 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 more, transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vib) failure by Non-Recourse Debt (except to the extent that the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments Guarantors that are not paidparties to such Non-Recourse Debt becomes directly or indirectly liable, discharged including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or stayed for a period in the aggregate, exceeds the greater of 60 days (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or (vii) certain events other credit support obligations of bankruptcy or insolvency 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 Guarantors in connection with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee tax equity financing entered into by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes a non-Guarantor Subsidiary; (v) except as provided in permitted by the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise any Subsidiary Guarantee of any trust Guarantor (or power with respect any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to matters relating be unenforceable or invalid or shall cease for any reason to the Notes. The Trustee may withhold from Holders notice be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may Person acting on behalf of any 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 Holders Company or any of the Guarantors: (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; (B) appoints a custodian of the Company or Guarantor for all or substantially all of the Notes waive property of the Company or any existing Default Guarantor; or Event (C) orders the liquidation of Default and its consequences under the Supplemental Indenture except a continuing Default Company or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture any Guarantor; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal Accreted Value of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other 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 of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable in 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. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount at maturity of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal Accreted Value of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are Company is required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on on, the Notes, ; (iii) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or by the Holders of its Restricted Subsidiaries at least 25% in principal amount of Notes then outstanding to comply with the provisions described in Sections 4.16 and 5.01 4.07, 4.09, 4.10 or 4.13 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior after giving effect to the expiration of the any 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, stated maturity and, in each case, the principal 104 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 10.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 10.0 million (net of applicable any amounts with respect to which a reputable and creditworthy insurance which company has not been denied acknowledged liability in writing by the insurerwriting), which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyCompany or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. If Upon any other Event acceleration of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount maturity of the then outstanding Notes by notice to the Issuers Notes, all principal of and the Trustee may declare all accrued interest and Liquidated Damages, if any, on the Notes to shall be due and payablepayable immediately. Holders of Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders In the event of a majority in aggregate principal amount declaration of acceleration of the Notes then outstanding by notice to the Trustee may on behalf because an Event of Default has occurred and is continuing as a result of the Holders acceleration of all any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes waive any existing Default or Event of Default and its consequences under shall be automatically annulled if the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware holders of any Default Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would not conflict with any judgment or Event decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Issuers are required to deliver to Notes that became due solely because of the Trustee a statement specifying such Default acceleration of the Notes, have been cured or Event of Default and what action the Issuers are taking or propose to take with respect thereto.waived. 105

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default the failure by ACC to pay interest on any of the Notes when the same becomes due and payable and the continuance of any such failure for 30 consecutive days in (whether or not prohibited by Article 10 of the payment when due of interest on the Notes, Indenture); (ii) default in payment when due of the failure by ACC to pay principal of or premium, if any, on any of the NotesNotes when and as the same shall become due and payable at maturity, upon acceleration, optional or mandatory redemption, required repurchase or otherwise (whether or not prohibited by Article 10 of the Indenture); (iii) the failure by the Company or any of its Restricted Subsidiaries ACC to comply with any of the provisions of Sections 4.16 and 4.07, 4.09 or 5.01 of the Supplemental Indenture, (iv) Indenture and continuance of such failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been is given to the Company ACC by the Trustee or to the Company ACC and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding; (iv) the failure by ACC to comply with any of its other agreements or covenants in the Notes or the Indenture and continuance of such failure for 60 days after written notice is given to ACC by the Trustee may on behalf of or to ACC and the Trustee by the Holders of all 25% in aggregate principal amount of the Notes waive then outstanding; (v) an event of default occurs under any existing mortgage, indenture or other instrument governing any Debt of ACC or any of its Restricted Subsidiaries for borrowed money, whether such Debt now exists or shall hereafter be created, if (a) such event of default results from the failure to pay at maturity $5.0 million or more in principal amount of such Debt or (b) as a result of such event of default the maturity of $5.0 million or more in principal amount of such Debt has been accelerated prior to its stated maturity; (vi) any final judgments aggregating $5.0 million or more are rendered against ACC or any of its Restricted Subsidiaries that remain undischarged for a period (during which execution shall not be effectively stayed) of 60 days; (vii) certain events of bankruptcy, insolvency or reorganization of ACC or any of its Restricted Subsidiaries; and (viii) the failure by ACC to redeem the 11 1/2% Debentures within 60 days of the Issuance Date. The Trustee must, within 90 days after the occurrence of a Default or Event of Default, give to the Holders notice of all uncured Defaults or Events of Default and its consequences under known to it; provided that, except in the Supplemental Indenture except case of a continuing Default or Event of Default in the payment of interest on, or the principal ofon any Note, the NotesTrustee may withhold such notice if a committee of its Responsible Officers in good faith determines that the withholding of such notice is in the interest of the Holders. The Issuers are ACC is required to deliver to the Trustee furnish annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event certificate as to its compliance with the terms of Default and what action the Issuers are taking or propose to take with respect theretoIndenture.

Defaults and Remedies. Each of the following is an An Event of DefaultDefault with respect to the Notes includes: (i) the default for 30 consecutive days in the payment when due of interest on the Notes, Notes (ii) whether or not prohibited by the subordination provisions of the Indenture); the default in payment when due of the principal of or premium, if any, on the Notes, Notes (iii) whether or not prohibited by the subordination provisions of the Indenture); the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least not less than 25% of the aggregate principal amount of the Notes (including Additional Notes, if any) outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, (v) Notes or the Subsidiary Guarantees; the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists or is created after on the date of the Supplemental IndentureIndenture or is created thereafter, if that defaultif: (ai) 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, maturity or shall constitute a default in each case, the payment of such Indebtedness at final maturity of such Indebtedness and (ii) the principal amount of any such IndebtednessIndebtedness that has been accelerated or not paid at maturity, together with when added to the aggregate principal amount of any all other such Indebtedness under which there that has been a Payment Default accelerated or not paid at maturity, exceeds $10.0 million; 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paidremain unpaid, discharged undischarged or stayed unstayed for a period of 60 days or (vii) days; certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries. In Subsidiary; or except as permitted by 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided Subsidiary Guarantees, any Subsidiary Guarantee issued by a Restricted Subsidiary shall be held in the Supplemental Indenture. Subject any judicial proceeding to certain limitationsbe unenforceable or invalid or shall cease for any reason to be in full force and effect, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of or any trust Restricted Subsidiary or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may Person acting on behalf of the Holders of all of the Notes waive any existing Default Restricted Subsidiary shall deny or Event of Default and disaffirm in writing its consequences obligations under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoits Subsidiary Guarantee.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 4.10, 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureJuly 21, if that default: 1997, which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium or interest on such Indebtedness prior to the expiration of the any 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, 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 5.0 million or more; and provided, further, that if such default is cured or waived or any such acceleration rescinded, 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 and any consequential acceleration of the Notes shall be 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 pay final judgments which are non-appealable aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or 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 (viii) certain events of bankruptcy or insolvency 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 noticeGuarantor. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof or premium or interest, if any, on the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is constitutes an "Event of Default": (i) default for 30 consecutive days in the payment when due of interest on the Notes, (iia) default in payment when due (payable at maturity, upon redemption or otherwise), of the principal of or premium, if any, on the NotesNotes (whether or not such payment shall be prohibited by Article 10 of the Indenture); (b) default for 30 days or more in the payment when due of interest on, or Liquidated Damages, if any, with respect to the Notes (iiiwhether or not such payment shall be prohibited by Article 10 of the Indenture; (c) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 4.09, 4.10 and 5.01 of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after receipt of 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 principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a1) is caused by a the failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") at its stated final maturity (after giving effect to any applicable grace periods) or (b2) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more, ; (vif) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are and non-appealable judgments aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (viig) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law: (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case in which it is the debtor, (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) admits in writing its inability generally to pay its debts as the same become due; (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company or any Restricted Subsidiary that is a Significant Subsidiaries. In Subsidiary in an involuntary case in which it is the case debtor, (ii) appoints a Custodian of an Event the Company or any Restricted Subsidiary that is a Significant Subsidiary or for all or substantially all of Default arising from certain events the property of bankruptcy the Company or insolvency with respect any Restricted Subsidiary that is a Significant Subsidiary; or (iii) orders the liquidation of the Company or any Restricted Subsidiary that is a Significant Subsidiary, and the order or decree contemplated in clauses (i), (ii) or (iii) of this clause (h), remains unstayed and in effect for 60 consecutive days; or (i) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to the Companybe unenforceable or invalid and such judgment has become final or non-appealable or shall cease for any other reason to be in full force and effect or any Guarantor, all outstanding Notes will become due and payable without further action or noticeany Person acting on behalf of any Guarantor shall deny or disaffirm its obligations under its Subsidiary Guarantee. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately by notice in writing to the Company and the Trustee; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration of any such Indebtedness under the Credit Agreement or (ii) five Business Days after receipt by the Company and the Agent of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Significant Subsidiary that is a Restricted Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days in the payment when due of interest or any Additional Amounts on the Notes, ; (iib) default in the payment when due (whether at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, ; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 4.15, 4.24 or 5.01 of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their the other covenants or agreements in the Supplemental Indenture, ; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (ai) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bii) 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, accelerated aggregates $100.0 million U.S.$10,000,000 or more, ; (vif) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurerU.S.$10,000,000, which judgments are not paid, discharged or stayed for a period of 60 days days; (g) 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 authorized Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Note Guarantee, or any Collateral Document is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect; and (viih) certain events of bankruptcy bankruptcy, reorganization, concurso mercantil, quiebra, insolvency or insolvency similar laws of Mexico, the United States or any other jurisdiction described in the Indenture with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if any, or a Default pursuant to clauses (e) or (f) of Section 6.01 of the Indenture) if it determines that withholding notice is in their interest. The Trustee may, in good faith as determined by a Responsible Officer of the Trustee, refuse to follow any direction that conflicts with applicable law or the Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders of Notes or that may involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of the principal, interest onor premium, or the principal ofif any, on the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of DefaultDefault under the Indenture governing the Notes, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest (including Special Interest, if any) on the Notes, ; (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on on, the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 4.07, 4.09, 4.10, 4.15, and 5.01 of the Supplemental Indenture, Indenture for 30 days; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in the Indenture for 30 consecutive 60 days after written notice thereof has been given specifying such failure is delivered to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, then outstanding; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: default (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on, such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); ) or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are and non-appealable judgments entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 million, 15.0 million (net of applicable amounts which are covered by insurance which has not been denied in writing by the insureror bonded), which judgments are not paid, discharged or stayed for a period of 60 days days; (vii) (A) breach by the Company or any of its Restricted Subsidiaries of any representation, warranty or agreement in any Collateral Document; (B) 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 (viiC) the repudiation by the Company or any of its Restricted Subsidiaries of any of its obligations under any Collateral Document; provided that, in the case of clauses (A), (B) and (C), such breach, cessation 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; (viii) 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; and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium or Special Interest, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture A2-9 Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on on, the 117 Notes, ; (iii) failure by the Company or any Restricted Subsidiary for 30 days after notice from the Trustee or at least 25% in principal amount of its Restricted Subsidiaries the Notes then outstanding to comply with the provisions described in Sections 4.16 and 5.01 4.07, 4.09, 4.10 or 4.13 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior after giving effect to the expiration of the any 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, 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 $100.0 10.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 10.0 million (net of applicable any amounts with respect to which a reputable and creditworthy insurance which company has not been denied acknowledged liability in writing by the insurerwriting), which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency 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. Subsidiaries If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Upon any acceleration of maturity of the Notes, all principal of and accrued interest and Liquidated Damages, if any, on the Notes shall be due and payable immediately. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders In the event of a majority in aggregate principal amount declaration of acceleration of the Notes then outstanding by notice to the Trustee may on behalf because an Event of Default has occurred and is continuing as a result of the Holders acceleration of all any Indebtedness described in clause (v) of the preceding paragraph, the declaration of acceleration of the Notes waive any existing Default or Event of Default and its consequences under shall be automatically annulled if the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware holders of any Default Indebtedness described in clause (v) of the preceding paragraph have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (a) the annulment of the acceleration of Notes would not conflict with any judgment or Event decree of a court of competent jurisdiction and (b) all existing Events of Default, except nonpayment of principal or interest on the Issuers are required to deliver to Notes that became due solely because of the Trustee a statement specifying such Default acceleration of the Notes, have been cured or Event of Default and what action the Issuers are taking or propose to take with respect theretowaived.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest or Liquidated Damages, if any, on the Notes, Notes or the Guaranties (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes or the Guaranties when due and payable, at maturity, upon acceleration, redemption or otherwise (whether or not prohibited by the subordination provisions of the Indenture), (iii) failure by the Company or any Obligor to comply with any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of other agreements in the Supplemental Indenture, (iv) failure by the Company Notes or any of its Restricted Subsidiaries the Guaranties for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, voting as a single class; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Obligor (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), Obligor) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: (a) which default is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest, 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, 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 10 million or more, ; (viv) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days after such judgment or judgments become final and non-appealable; and (viivi) certain events of bankruptcy or insolvency with respect to any Obligor. If any Event of Default occurs and is continuing, the Company Trustee or any the Holders of its Significant Subsidiariesat least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. In Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, 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 by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium or Liquidated Damages, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, Exchange Debentures; (ii) default in payment when due of the principal of or premium, if any, on the Notes, Exchange Debentures; (iii) failure by the Company or any of its Restricted Subsidiaries Holdings to comply with Sections 4.16 and 5.01 Section 4.7, 4.8, 4.9, 4.10, 4.11 or 5.1 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Holdings for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Exchange Debentures; (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 Holdings or any of its Restricted Subsidiaries or Holdings (or the payment of which is guaranteed by the Company Holdings or any of its Restricted Subsidiaries), Subsidiaries or Holdings) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 7.5 million or more, ; (vi) failure by the Company Holdings or any of its Restricted Subsidiaries or Holdings to pay final judgments which are non-appealable aggregating in excess of $100.0 4.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; and (vii) certain events of bankruptcy or insolvency with respect to the Company Holdings or any of its Significant SubsidiariesSubsidiaries or group of Restricted Subsidiaries that, together, would constitute a Significant Subsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Exchange Debentures may declare all the Exchange Debentures to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyHoldings, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes Exchange Debentures will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders Exchange Debentures may not enforce the Supplemental Indenture or the Notes Exchange Debentures except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Exchange Debentures may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Exchange Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes Exchange Debentures then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes Exchange Debentures waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof and premium, if any, on the NotesExchange Debentures. The Issuers are Holdings is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Holdings is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of Default under the following is an Event of DefaultIndenture include in summary form: (i) default for 30 consecutive days in the payment when due of interest on the Notes, Securities (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of principal on the Securities (whether or not prohibited by the subordination provisions of the principal of or premium, if any, on the Notes, Indenture); (iii) failure by default in the Company observance or performance of any other agreements of the Issuer or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive a period that continues for 60 days after receipt of a written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders from Securityholders of at least 25% of the aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements Securities then outstanding, specifying such default and requiring that it be remedied; (iv) defaults in the Supplemental 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), certain other Indebtedness whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenturehereafter, if that default: which default (a) is caused by a failure to pay at final stated maturity principal or interest on such indebtedness within the principal amount of such Indebtedness prior to the expiration of the grace grade period as provided in such Indebtedness on the date of such default (a “Payment Default”); or (b) results in the case of any default other than a payment default referred to in clause (a), has resulted in the acceleration of the maturity of such Indebtedness prior to its express maturity, and, in each case, maturity and the principal amount of any such IndebtednessIndebtedness (under sub-clauses (a) or (b) of this clause (iv)) either (x) is at least $10.0 million or (y), together with the principal amount of any other such Indebtedness under which there has been a Payment Default or Indebtedness, the maturity of which has been so acceleratedaccelerated or which has not been paid at maturity, aggregates $100.0 10.0 million or more, ; (viv) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged 10.0 million remain unstayed or stayed undischarged for a period of 60 consecutive days or after their entry; (viivi) certain events of bankruptcy or insolvency with respect insolvency; (vii) any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid, or the Company Issuer or any Guarantor shall deny or disaffirm its obligations under a Guarantee; and (viii) subject to limited exceptions, the Issuer ceases to be a Wholly Owned Subsidiary of its Significant SubsidiariesSweetheart Holdings. In If an Event of Default occurs and is continuing, the Trustee or the Securityholders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, all outstanding Notes will Securities become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Securityholders may not enforce the Trustee by notice to the Issuers Indenture or the Holders Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Securityholders of at least 25% a majority in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal or interest) if it determines that withholding notice is in their interestthe interests of the Securityholders. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Issuer must furnish an annual compliance certificate 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoTrustee.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include in summary form: (i) default for 30 consecutive days in the payment of interest or Special Interest, if any, when due of interest on the Notes, ; (ii) default in payment when due of the principal of or premium, if any, on the Notes at Stated Maturity, upon required repurchase, upon optional redemption pursuant to paragraphs 5 and 6 of the Notes, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 3.7, 3.9 or 4.1 of the Supplemental Indenture, ; (iv) the failure by the Company or any of its Restricted Subsidiaries to comply for 30 consecutive 60 days after written notice thereof has been given to with its other agreements contained in the Company by the Trustee Indenture or to the Company and the Trustee by the Holders of at least 25% of the principal amount of under the Notes outstanding (other than those referred to comply with any of their other covenants in (i), (ii) or agreements in the Supplemental Indenture, (iii) above); (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or Special 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, 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 20.0 million or more, ; (vi) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary or group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (vii) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable entered by a court or courts of competent jurisdiction aggregating in excess of $100.0 20.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged discharged, stayed or stayed fully bonded for a period of 60 days days, or (viiviii) certain events of bankruptcy any Note Guarantee shall be held in a judicial proceeding to be not enforceable or insolvency with respect valid or shall cease to be in full force and effect or any Guarantor or other Person acting on its behalf shall deny or disaffirm its obligations under its Note Guarantee (except pursuant to the Company release or termination of any of its Significant Subsidiaries. In such Note Guarantee in accordance with 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 noticeIndenture). If any other an Event of Default occurs and is continuingcontinuing (other than an Event of Default described in clause (vi) above), the Trustee by notice to the Issuers or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 45 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 in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1% of Total Assets and (2) $100.0 million 200.0 million; provided that this clause (iv) shall not apply to (a) secured Indebtedness that becomes due as a result of the voluntary sale or more, transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vib) failure by Non-Recourse Debt of NRG Peaker Finance Company LLC; and (c) Non-Recourse Debt of the Company or any of its Restricted Subsidiaries (except to pay final the extent that the Company or any of the Guarantors that are not parties to such Non-Recourse Debt become 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% of Total Assets and (ii) $200.0 million); (v) one or more judgments which are non-appealable aggregating for the payment of money in an aggregate amount in excess of the greater of (i) 1% of Total Assets and (ii) $100.0 million, net of applicable insurance which has 200.0 million (excluding therefrom any amount reasonably expected to be covered by insurance) shall be rendered against the Company or any Guarantor or Guarantors or any combination thereof and the same shall not have been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days after such judgment became final and non-appealable; (vi) except as permitted by the Supplemental Indenture, any Subsidiary Guarantee 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); (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In the case Guarantors: (A) commences a voluntary case, (B) consents to the entry of an Event of Default arising from certain events of bankruptcy or insolvency with respect order for relief against it in an involuntary case, (C) consents to the Companyappointment of a custodian of it or for all or substantially all of its property, all outstanding Notes will (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due and payable without further action due; or notice. If (viii) a court of competent jurisdiction enters an order or decree under any other Event of Default occurs and Bankruptcy Law that: (A) is continuing, for relief against the Trustee by notice to the Issuers Company or the Holders of at least 25% in principal amount any Guarantor; (B) appoints a custodian of the then outstanding Notes by notice to the Issuers and the Trustee may declare Company or Guarantor for all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company or any existing Default Guarantor; or Event (C) orders the liquidation of Default and its consequences under the Supplemental Indenture except a continuing Default Company or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture any Guarantor; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each Events of Default under the following is an Event of DefaultIndenture include: (i) a default for 30 consecutive days in the payment when due of interest on the NotesSecurities, whether or not such payment is prohibited by the provisions of Article 10 of the Indenture; (ii) a default in payment when due of the principal of or premium, if any, on the NotesSecurities, at maturity or otherwise, whether or not such payment is prohibited by the provisions of Article 10 of the Indenture; (iii) a failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 4.16 and 5.01 4.07, 4.09 or 4.12 of the Supplemental Indenture, ; (iv) a failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Securities; (v) any default that occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or guarantee now Guarantee exists on the date of the Indenture or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by constitutes a failure to pay principal 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, 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 that has not been a Payment Default paid at final maturity or the maturity of which that has been so accelerated, aggregates $100.0 25.0 million or more, ; (vi) failure by the Company or any of its Restricted Significant Subsidiaries to pay a final judgment or final judgments which are non-appealable aggregating in excess of $100.0 25.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgment or judgments are not paid, discharged or stayed for a period of 60 days or days; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities by written notice to the Company and the Trustee, may declare all the Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyCompany or any of its Significant Subsidiaries, all outstanding Notes will Securities shall become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders Securities may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their the Holders' interest. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Securities pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs under the Indenture prior to January 15, 2002 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of such Securities prior to January 15, 2002, then the premium specified in Section 6.02 of the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of such Securities. The Holders of not less than a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes Securities waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on the NotesSecurities. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default. The above description of Events of Default and what action remedies is qualified by reference, and subject in its entirety, to the Issuers are taking or propose to take with respect theretomore complete description thereof contained in the Indenture.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes, Notes whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their the other covenants or agreements in the Supplemental Indenture, ; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay principal at the final stated maturity the principal amount Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (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 15.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess and decrees for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days or after such judgment has become final and nonappealable; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor, that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of its the Company's Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facilities is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, all outstanding Notes will shall become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium or interest on, the NotesNotes (including in connection with an offer to purchase). The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days defaults in the payment of the Principal Amount of or premium on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon declaration or otherwise; (b) defaults in payment of any interest on (including Additional Interest and Defaulted Interest, if any) when the Notessame becomes due and payable, which default continues for 30 days or more; (c) failure by the Company to comply with any of its agreements in the Security or the Indenture (other than those referred to in clauses (a) and (b) above) and such failure continues for at least 60 days after receipt by the Company of a Notice of Default; (d)(i) defaults by the Company or its Subsidiary in the scheduled payment of principal of any Indebtedness (after giving effect to any applicable grace period) and the aggregate principal amount of such payment defaults at such time exceeds $50,000,000, or (ii) defaults by the Company or any Subsidiary under any Indebtedness, whether such Indebtedness now exists or is created later, which default results in such Indebtedness being accelerated or declared due and payable, and the aggregate principal amount of all Indebtedness so accelerated or so declared due and payable, exceeds $50,000,000, and such acceleration or declaration has not been rescinded or annulled within a period of 10 days after receipt by the Company of a Notice of Default from the Trustee or the Holders specified below; provided, however, that if any such default specified in (d)(i) or (d)(ii) shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to have occurred; (e) the rendering of any final judgment or order for the payment when due of money in excess of $50,000,000, either individually or in the principal aggregate (net of or premiumany amounts to the extent that they are covered by insurance), if any, on the Notes, (iii) failure by against the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 which shall not have been paid or discharged, and there shall be any period of 60 consecutive days following the entry of the Supplemental Indenture, (iv) failure by final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to exceed $50,000,000 during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; and (f) certain events of bankruptcy, insolvency or reorganization involving the Company by Company. As set forth in the Indenture, a Default under clause (c) or (d)(ii) of this paragraph 13 is not an Event of Default until the Trustee notifies the Company, or to the Company and the Trustee by the Holders of at least 25% in aggregate Principal Amount of the principal amount Securities at the time outstanding notify the Company and the Trustee, of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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 Default and the Company does not cure such Default (and such Default is not waived) within the time specified in clause (c) 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 d)(ii) above after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay at final stated maturity the principal amount actual receipt of such Indebtedness prior to notice. Any such notice must specify the expiration of the grace period provided in Default, demand that it be remedied and state that such Indebtedness on the date of such default (notice is a “Payment Notice of 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other an Event of Default occurs and is continuing, the Trustee by written notice to the Issuers Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the then Securities at the time outstanding Notes by notice to the Issuers Company and the Trustee Trustee, may declare the Principal Amount of the Securities and any accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, through the date of declaration on all the Notes Securities to be immediately due and payable. Upon such a declaration, such Principal Amount and such accrued and unpaid interest (including Additional Interest and Defaulted Interest, if any) and premium, if any, shall be due and payablepayable immediately. Certain events of bankruptcy or insolvency are Events of Default that would result in the Principal Amount of the Securities and any accrued and unpaid interest on all the Securities (including Additional Interest and Defaulted Interest, if any) and premium, if any, to become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. The Holders of a majority in aggregate Principal Amount of the Securities at the time outstanding, by notice to the Trustee (and without notice to any other Holder) 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 have been cured or waived, other than the non-payment of the Principal Amount of the Securities and any accrued and unpaid interest that have become due solely as a result of acceleration, and if all amounts due to the Trustee under Section 7.07 of the Indenture have been paid. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Holders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental 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 of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in this clause 13(a) or interest13(b) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretointerests.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on or Liquidated Damages with respect to the Notes, Notes (whether or not prohibited by Article 10 of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes (whether or not prohibited by Article 10 of the Indenture) when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company Trust or any of its Restricted Subsidiaries Subsidiary to comply with Sections Section 4.11 or 4.16 and 5.01 of the Supplemental Indenture, ; (iv) failure by the Company Trust or any of its Restricted Subsidiaries Subsidiary for 30 consecutive 60 days after written notice thereof has been given to the Company Trust by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Notes Notes, including Additional Notes, if any, then outstanding voting as a single class to comply with observe or perform any of their other covenants or agreements agreement in the Supplemental Indenture, Indenture or by Larrx X. Xxxxxx xx observe and perform any covenant or agreement contained in the Corporate Opportunity Agreement; (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 Trust or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company Trust or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental this Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior to the expiration Payment Default, as defined in Section 6.01(e) of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); Indenture or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vi) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company Trust or any of its Restricted Subsidiaries to pay final and such judgment or judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed remain undischarged for a period (during which execution shall not be effectively stayed or bonded) of 60 days days, provided that the aggregate of all such undischarged judgments exceeds $10 million; (vii) any Subsidiary Guarantee is terminated for any reason not permitted by the Indenture, or any Guarantor or any Person acting on behalf of any Guarantor denies such Guarantor's obligations under its respective Subsidiary Guarantee or (viiviii) certain events of bankruptcy or insolvency with respect to the Company Trust 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Trust is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Trust is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 their its other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or days, (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, (viii) any Note Guarantee of any Guarantor that, taken together with all other such Guarantors, would be a Significant Subsidiary ceases to be in full force and effect (other than in accordance with the terms of the Indenture and such Note Guarantee) or is declared null and void and unenforceable or found to be invalid or any Guarantor denies its liability under its Note Guarantee with respect to the Notes (other than, in each case, by reason of the Effectiveness Condition not being satisfied or by reason of release of a Guarantor from its Note Guarantee in accordance with the terms of the Indenture and such Note Guarantee), and (ix) so long as the Security Documents securing the Notes have not otherwise been terminated in accordance with their terms or the Collateral as a whole has not otherwise been released from the Lien of the Security Documents securing the Notes in accordance with the terms thereof, (a) any default by the Company or any Subsidiary in the performance of its obligations under the Security Documents securing the Notes (after the lapse of any applicable grace periods) or the Indenture which adversely affects the enforceability, validity, perfection or priority of the Trustee’s Lien on the Collateral or which adversely affects the condition or value of the Collateral, taken as a whole, in any material respect, (b) repudiation or disaffirmation by the Company or any Subsidiary of its respective obligations under the Security Documents securing the Notes and (c) the determination in a judicial proceeding that the Security Documents securing the Notes are unenforceable or invalid against the Company or any Subsidiary for any reason. 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interest, and in such a case the Trustee will note be liable for the absence of action. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million 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 more, transfer of the property or assets securing such Indebtedness to a Person that is not an Affiliate of the Company; (vib) failure by Non-Recourse Debt (except to the extent that the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments Guarantors that are not paidparties to such Non-Recourse Debt becomes directly or indirectly liable, discharged including pursuant to any contingent obligation, for any such Non-Recourse Debt and such liability, individually or stayed for a period in the aggregate, exceeds the greater of 60 days (i) 1.5% of Total Assets and (ii) $375.0 million); and (c) to the extent constituting Indebtedness, any indemnification, guarantee or (vii) certain events other credit support obligations of bankruptcy or insolvency 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 Guarantors in connection with any tax equity financing entered into by a non-Guarantor Subsidiary or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount standard securitization undertakings of the then outstanding Notes Company or any of the Guarantors in connection with any securitization or other structured finance transaction entered into by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes a non-Guarantor Subsidiary; (v) except as provided in permitted by the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise any Subsidiary Guarantee of any trust Guarantor (or power with respect any group of Guarantors) that constitutes a Significant Subsidiary shall be held in any final and non-appealable judicial proceeding to matters relating be unenforceable or invalid or shall cease for any reason to the Notes. The Trustee may withhold from Holders notice be in full force and effect or any Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, or any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may Person acting on behalf of any 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 Holders 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 Notes waive property of the Company or any existing Default Guarantor that is a Significant Subsidiary or Event any group of Default and its consequences under Guarantors that, taken together, would constitute a Significant Subsidiary; or (C) orders the Supplemental Indenture except liquidation of the Company or any Guarantor that is a continuing Default Significant Subsidiary or Event any group of Default in the payment of interest onGuarantors that, or the principal oftaken together, the Notes. The Issuers are required to deliver to the Trustee annually would constitute a statement regarding compliance with the Supplemental Indenture Significant Subsidiary; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, Notes and such default continues for a period of 30 days; (iib) default in the payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (iiiincluding in connection with an offer to purchase) or otherwise; (c) failure by the Company to comply with any of the provisions of Section 5.01 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 any of the Supplemental provisions of Section 4.07, 4.09, 4.10 or 4.15 of the Indenture, ; (ive) failure by the Company or any of its Restricted Subsidiaries to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 30 consecutive 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 in aggregate principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, then outstanding; (vf) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: Issue Date (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates without duplication $100.0 million 5,000,000 or more, more and such default shall not have been cured or acceleration rescinded within five Business Days after such occurrences; (vig) failure a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries to pay final or any of its Significant Subsidiaries and such judgment or judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged remain unpaid or stayed undischarged for a period (during A1-5 which execution shall not be effectively stayed) of 60 days days, provided that the aggregate of all such unpaid or undischarged judgments exceeds $5,000,000 (viiexcluding amounts covered by insurance); (h) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries or any of its Significant Subsidiaries. In ; or (i) except as permitted in the case Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of an Event of Default arising from certain events of bankruptcy any Guarantor, shall deny or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticedisaffirm its obligations under its Subsidiary Guarantee. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default. In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture, an equivalent premium shall also become and what be immediately due and payable, to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to June 1, 2003 by reason of any willful action ( or inaction) taken (or not taken) by or on behalf of the Issuers are taking or propose Company with the intention of avoiding the prohibition on redemption of the Notes prior to take with respect thereto.June 1, 2003, then the premium, as discussed below, will become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. The premium payable for purposes of this paragraph for each of the years beginning on June 1, of the years set forth below shall be as set forth in the following table expressed as a percentage of the amount that would otherwise be due but for the provisions of this sentence, plus accrued interest, if any, to the date of payment: A1-6 YEAR PERCENTAGE ---- ---------- 1998........................................................ 108.750% 1999........................................................ 107.875% 2000........................................................ 107.000% 2001........................................................ 106.125% 2002........................................................ 105.250%

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 100 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 in-solvency with respect to the Company, all outstanding Notes will become due and payable without with-out further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each Events of Default under the following is an Event of DefaultIndenture include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Notes, Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to comply with the provisions of Sections 4.16 and 5.01 4.07, 4.09, 4.10 or 4.15 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) except as permitted by the Indenture, any Subsidiary Guarantee(s) of any Guarantor that is a Significant Subsidiary or of any group of Guarantors that collectively would constitute a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any group of Guarantors that collectively would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor or group of Guarantors, shall deny or disaffirm the obligations of each such Guarantor under its Subsidiary Guarantee; and (viii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each of the following is an EVENTS OF DEFAULT. An "Event of Default" occurs if: (i) default the Company defaults for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, (ii) default ; the Company defaults in payment when due of the principal of or premium, if any, on the Notes when the same becomes due and payable at stated maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the Company fails to comply with the provisions of Section 4.10, 4.15 or 5.01 hereof; the Company fails for 45 days after notice to the Company by the Trustee or the Holders at least 25% in aggregate principal amount of the Notes then outstanding to comply with any of its other agreements in this Indenture or the Notes, (iii) failure by ; the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, (v) default defaults under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: which default (aA) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (bB) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 7.5 million or more; a final judgment or final judgments for the payment of money are entered by a court or courts of competent jurisdiction against the Company or any of its Subsidiaries and such judgment or judgments remain unpaid and undischarged for a period (during which execution shall not be effectively stayed) of 60 consecutive days, provided that the aggregate of all such unpaid and undischarged judgments exceeds $10 million; any Subsidiary Guarantee shall for any reason cease to be, or be asserted by the Company or any Subsidiary Guarantor, as applicable, not to be, in full force and effect (vi) failure by except pursuant to the release of any Subsidiary Guarantee in accordance with this Indenture); the Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to pay final judgments which are non-appealable aggregating or within the meaning of Bankruptcy Law: commences a voluntary case, consents to the entry of an order for relief against it in excess an involuntary case, consents to the appointment of $100.0 milliona Bankruptcy Custodian of it or for all or substantially all of its property, net makes a general assignment for the benefit of applicable insurance which has its creditors, or generally is not been denied paying its debts as they become due; or a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: is for relief, in writing by the insureran involuntary case, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to against the Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiaries. In the case Subsidiary or any group of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyRestricted Subsidiaries that, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuingtaken together, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount would constitute a Significant Subsidiary; appoints a Bankruptcy Custodian of the then outstanding Notes by notice to the Issuers and the Trustee may declare Company or any of its Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, for all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company or any existing Default of such Restricted Subsidiaries; or Event orders the liquidation of Default and the Company or any of its consequences under Restricted Subsidiaries that constitutes a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, for all or substantially all of the Supplemental Indenture except a continuing Default property of the Company or Event any of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture such Restricted Subsidiaries; and the Base Indenture. Upon becoming aware of any Default order or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default decree remains unstayed and what action the Issuers are taking or propose to take with respect theretoin effect for 60 consecutive days.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, ; (ii) default in payment when due of the principal of of, or premium, if any, on the Notes, ; (iii) failure by (1) the Company or any of its Restricted Subsidiaries to comply with the provisions described under Sections 4.16 4.07, 4.09, 4.10, 4.15 and 5.01 of the Supplemental Indenture, or (2) any of the Company's wholly owned Domestic Restricted Subsidiaries to provide a Subsidiary Guarantee of the Notes by February 15, 2001; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their the other covenants or agreements in the Supplemental 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), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a1) is caused by a failure to pay at final stated maturity when due (including any grace period set forth in writing in the instruments governing such Indebtedness) principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); or (b2) 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 50.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 50.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) certain events except as permitted by the Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of bankruptcy any Guarantor, shall deny or insolvency with respect to disaffirm its obligations under its Subsidiary Guarantee; (viii) the Company or any of its Significant Subsidiaries. In Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to or within the case meaning of Bankruptcy Law: (1) commences a voluntary case, (2) consents to the entry of an Event of Default arising from certain events of bankruptcy or insolvency with respect order for relief against it in an involuntary case, (3) consents to the Companyappointment of a custodian of it or for all or substantially all of its property, (4) makes a general assignment for the benefit of its creditors, or (5) generally is not paying its debts as they become due; (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (1) is for relief against the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary in an involuntary case; (2) appoints a custodian of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary or for all outstanding Notes will become due or substantially all of the property of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; or (3) orders the liquidation of the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary; and payable without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days; and (x) except as permitted by the Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is constitutes an Event of Default: (ia) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to, the Notes, ; (iib) default in payment when due of the principal of or premium, if any, on the Notes, ; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 make the offer required or to purchase any of the Supplemental Indenture, Notes as required under the provisions described under Section 4.10 or Section 4.15; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to comply with the provisions of Section 4.07 or Section 4.09, or failure by the Company by the Trustee or to the Company and the Trustee by the Holders any of at least 25% of the principal amount of the Notes outstanding its Subsidiaries for 60 days after notice to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental this Indenture, if that default: which default (a) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, ; (vif) failure by the Company or any of its Restricted Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary to pay final judgments which are non-appealable aggregating in excess of $100.0 25.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (g) except as permitted by the Indenture, any Guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or (vii) certain events of bankruptcy invalid or insolvency with respect shall cease for any reason to the Company be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its Significant Subsidiaries. In obligations under its Guarantee of the case of an Event of Default arising from Notes; and (h) certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action any of its Significant Subsidiaries that are Restricted Subsidiaries or noticeany group of Restricted Subsidiaries that, taken as a whole, would be a Significant Subsidiary. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders Hold- ers 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Each Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon each Issuer is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to the Notes, Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in payment when due of the principal of or premium, if any, on the Notes, Notes (whether or not permitted by the subordination provisions of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries for 30 days after notice to comply with Sections 4.16 and 5.01 Section 4.07, 4.09, 4.10 or 4.15 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes or (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental 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 which default (a “Payment Default”); or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 5.0 million or more, more (other than Existing Indebtedness to the extent it is secured by or paid by the drawing against a letter of credit permitted to be issued under the Indenture); (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In Subsidiaries as set forth in the case Indenture; and (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid in any material respect or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of an Event of Default arising from certain events of bankruptcy any Guarantor, shall deny or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticedisaffirm its obligations under its Subsidiary Guarantee. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Company, any Significant Subsidiary or any group of Subsidiaries, that taken together would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.or

Defaults and Remedies. Each An Event of Default with respect to the Notes occurs upon the occurrence of any of the following is an Event of Defaultevents: (i) the default for 30 consecutive days in the payment when due of interest on the Notes, Notes (ii) whether or not prohibited by the subordination provisions of the Indenture); the default in payment when due of the principal of or premium, if any, on the Notes, Notes (iii) whether or not prohibited by the subordination provisions of the Indenture); the failure by the Company to comply with Section 4.18 of the Indenture; the failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least not less than 25% of the aggregate principal amount of the Notes (including Additional Notes, if any) outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, (v) Notes or the Subsidiary Guarantees; the default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists or is created after on the date of the Supplemental IndentureIndenture or is created thereafter, if that defaultif: (ai) 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, maturity or shall constitute a default in each case, the payment of such Indebtedness at final maturity of such Indebtedness; and (ii) the principal amount of any such IndebtednessIndebtedness that has been accelerated or not paid at maturity, together with when added to the aggregate principal amount of any all other such Indebtedness under which there that has been a Payment Default accelerated or not paid at maturity, exceeds $10.0 million; 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 to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paidremain unpaid, discharged undischarged or stayed unstayed for a period of 60 days or (vii) days; certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary; or except as permitted by the Indenture or the Subsidiary Guarantees, any Subsidiary Guarantee issued by a Restricted 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 Restricted Subsidiary or any Person acting on behalf of any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes (including Additional Notes, if any) may declare all the Notes to be due and payable immediately; provided, however, that if any Obligation with respect to Senior Bank Debt is outstanding pursuant to the Credit Agreement upon a declaration of acceleration of the Notes, the principal, premium, if any, and interest on the Notes will not be payable until the earlier of: (1) the day which is five business days after written notice of acceleration is received by the Company and the Credit Agent; or (2) the date of acceleration of the Indebtedness under the Credit Agreement. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyCompany or any Restricted Subsidiary that is a Significant Subsidiary, the principal of, and premium, if any, and any accrued and unpaid interest on all outstanding Notes will become due and payable without further action or notice. If any other In the event of a declaration of acceleration of the Notes because an Event of Default occurs has occurred and is continuingcontinuing as a result of the acceleration of any Indebtedness described in Section 6.1(e) of the Indenture, the Trustee by notice to the Issuers or the Holders declaration of at least 25% in principal amount acceleration of the then outstanding Notes by notice to shall be automatically annulled if the Issuers holders of any Indebtedness described in such section have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days from the date of such declaration and if: (1) the Trustee may declare all annulment of the acceleration of the Notes to be due would not conflict with any judgment or decree of a competent jurisdiction; and payable. Holders may not enforce the Supplemental Indenture (2) all existing Events of Default, except non-payment of principal or interest on the Notes except as provided in that became due solely because of the Supplemental Indentureacceleration of the Notes, have been cured or waived. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are Company is taking or propose proposes to take with respect thereto.

Defaults and Remedies. Each of the following is an An Event of DefaultDefault is: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (iia) default in payment when due of the principal of of, or premiumMake Whole Payment, if any, on the Notes, when due at maturity, upon repurchase, upon acceleration or otherwise; (iiib) default for 30 days or more in payment of any installment of interest on the Notes; (c) default in the payment of the Designated Event Payment in respect of the Notes on the date therefor; (d) failure to provide timely notice of a Designated Event; (e) default by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture(other than a default set forth in clause (a), (ivb), (c) failure by or (d) above) for 60 days or more after notice in the Company observance or performance of any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental Indenture, ; (vf) default under any credit agreement, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness indebtedness for money borrowed by the Company or any of its Restricted Material Subsidiaries (or the payment of which is guaranteed or secured by the Company or any of its Restricted Material Subsidiaries), whether such Indebtedness indebtedness or guarantee now exists or is created after on the date of the Supplemental IndentureIndenture or is created thereafter, if that default: which default (ai) is caused by a failure to pay at final stated maturity the when due any principal amount of such Indebtedness prior to the expiration of indebtedness within the grace period provided for in such Indebtedness on the date of such default indebtedness, which failure continues beyond any applicable grace period (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness indebtedness prior to its express maturity, maturity (without such acceleration being rescinded or annulled) and, in each case, the principal amount of any such Indebtednessindebtedness, together with the principal amount of any other such Indebtedness indebtedness under which there has been is a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million 25,000,000 or more, more and such Payment Default is not cured or such acceleration is not annulled within 10 days after notice; or (vig) failure by the Company or any Material Subsidiary of its Restricted Subsidiaries the Company to pay final final, nonappealable judgments (other than any judgment as to which are non-appealable a reputable insurance company has accepted full liability) aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer25,000,000, which judgments are not paidstayed, bonded or discharged or stayed for a period of within 60 days after their entry; or (viih) certain events involving bankruptcy, insolvency or reorganization of bankruptcy or insolvency 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 noticeMaterial Subsidiary. If any other an Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare the unpaid principal of, Make Whole Payment, if any, and accrued and unpaid interest on all the Notes then outstanding to be due and payablepayable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Company, all outstanding Notes become due and payable without further action or notice. The Make Whole Payment is due under the Indenture and under the Notes only pursuant to the last paragraph of Section 502, Article VI of the Supplemental Indenture and paragraph 5 of the Notes. Holders of Notes may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. The Trustee may require an indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders holders notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal principal, Make Whole Payment, if any, or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company must furnish annual compliance certificates 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoTrustee.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 2530% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 750.0 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 750.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant SubsidiariesSubsidiaries as set forth in the Supplemental Indenture. However, a Default under clause (iii), (iv), (v) or (vi) of the previous paragraph will not constitute an Event of Default until the trustee or the Holders of at least 30% in principal amount of the outstanding Notes notify the Issuers of the Default and, with respect to clauses (iv) and (vi), the Issuers do not cure such Default within the time specified in clause (iv) or (vi) of this paragraph after receipt of such notice; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior to such notice of Default. 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 2530% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. Any time period in the Base Indenture or the Supplemental Indenture to cure any actual or alleged Default or Event of Default with respect to the Notes may be extended or stayed by a court of competent jurisdiction to the extent such actual or alleged Default or Event of Default is the subject of litigation. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each (a) Events of Default under the following is an Event of DefaultIndenture include: (i) the failure to pay interest on, or Special Interest, if any, with respect to the Securities, when the same becomes due and payable if such default continues for a period of 30 consecutive days in the payment when due of interest on the Notesdays, (ii) default in payment when due of the failure to pay principal of any Securities when such principal becomes due and payable, at maturity, upon redemption or premium, if any, on the Notes, otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries Subsidiary to comply with Sections 4.16 and 4.10, 4.14 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Subsidiary for 30 consecutive 60 days after written notice thereof has been given to the Company by form the Trustee or to the Company and the Trustee by the Holders holders of at least 25% or more of the aggregate principal amount of the Notes outstanding Securities to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or this Note; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a which default shall constitute failure to pay at final stated maturity the principal amount of such Indebtedness prior at Stated Maturity (after giving effect to the expiration of the any applicable grace period provided in such Indebtedness on the date of such default (a “Payment Default”); periods and any extensions thereof ) or (b) results in the acceleration of such Indebtedness prior to its express maturity, Stated Maturity and, in each case, the principal amount of any such other Indebtedness, together with the principal amount of any other such Indebtedness under which there has not been a Payment Default paid or the maturity of which has been so accelerated, aggregates $100.0 25.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable not subject to appeal aggregating in excess of $100.0 million, 25.0 million (net of applicable insurance coverage which has not been denied is acknowledged in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days following the entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid, discharged or stayed to exceed $25.0 million; (vii) except as permitted by the Indenture, any Guarantee of the Securities of this series by 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 that is a Significant Subsidiary or any group of Guarantor, that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor or Guarantors, shall deny or disaffirm its obligations under its Guarantee; and (viii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto's Restricted Subsidiaries.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the Notes, (ii) default in payment when due of the principal of or premium, if any, on the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days or (vii) certain events of bankruptcy or insolvency 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 any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (ia) default for 30 consecutive days in the payment when due of interest on the Notes, ; (iib) default in payment when due of the principal of or premium, if any, on the Notes, ; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 4.7 through 4.14 and 5.01 Article V of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 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 principal amount of the Notes outstanding to comply with any of their covenant, representation or warranty or other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental Indenture, if that default: which default (ai) is caused by a failure to pay at final stated maturity the principal amount of or premium or interest on such Indebtedness prior to the expiration of the any grace period provided in such Indebtedness on the date of such default (a “"Payment Default”"); , or (bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vif) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days days; (g) failure by any Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Guarantor for any reason, unless, in each such case, such Guarantor and its Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; (viih) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries. In ; (i) the case of an Event of Default arising from certain events of bankruptcy Subsidiary Guarantees provided by the Guarantors that would constitute a Significant Subsidiary cease to be in full force and effect or insolvency with respect such Guarantors deny or disaffirm their obligations under their Subsidiary Guarantees; and (j) (A) the Liens(s) created by the Pledge Agreement cease(s) to constitute valid and perfected Lien(s) on and security interests in the Joint Venture Interests or (B) the Pledge Agreement shall be terminated or cease to be in full force and effect if, in either case, such default continues for 30 days after notice or the enforceability thereof shall be contested by the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interestpower. 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 Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of Default under the following is an Event of DefaultIndenture include: (i) a default for 30 consecutive days in the payment when due of interest on the Notes, Securities; (ii) a default in payment when due of the principal of or premium, if any, on the NotesSecurities, at maturity or otherwise; (iii) a failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 the provisions described under the covenant "Change of the Supplemental Indenture, Control;" (iv) a failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Securities; (v) any default that occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Significant Subsidiaries), ) whether such Indebtedness or guarantee now Guarantee exists on the date of the Indenture, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by constitutes 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”); Default or (b) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which that has been so accelerated, aggregates $100.0 25.0 million or more, ; (vi) failure by the Company or any of its Restricted Significant Subsidiaries to pay a final judgment or final judgments which are non-appealable aggregating in excess of $100.0 million, net 25.0 million entered by a court or courts or competent jurisdiction against the Company or any of applicable insurance which has not been denied in writing by the insurer, which its Significant Subsidiaries if such final judgment or judgments are not paid, discharged remain unpaid or stayed undischarged for a period (during which execution shall not be effectively stayed) of 60 days or after their entry; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viii) a failure by the Company to make any exchange of Vencor Common Shares for any Security in accordance with the terms of the Indenture. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities by written notice to the Company and the Trustee, may declare all the Securities to be due and payable immediately (plus, in the case of an Event of Default that is the result of willful actions (or inactions) by or on behalf of the Company intended to avoid prohibitions on redemptions of the Securities contained in the Indenture or the Securities, an amount of premium applicable pursuant to the Indenture). Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the CompanyCompany or any of its Significant Subsidiaries, all outstanding Notes will Securities shall become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders Securities may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their such Holders' interest. The Holders of not less than a majority in aggregate principal amount of the Notes Securities then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes Securities waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, the NotesSecurities. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default. The above description of Events of Default and what action remedies is qualified by reference, and subject in its entirety, to the Issuers are taking or propose to take with respect theretomore complete description thereof contained in the Indenture.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, Notes (whether or not prohibited by the subordination provisions of the Indenture); (ii) default in the payment when due of the principal of or premium, if any, on the Notes, Notes (whether or not prohibited by the subordination provisions of the Indenture); (iii) failure by the Company or any of its Restricted Subsidiaries Holdings to comply with Sections 4.16 and the provisions of Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries Holdings for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the outstanding Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, the Notes or any Guarantee; (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 Company, Holdings or any of its the Restricted Subsidiaries (or the payment of which is guaranteed by the Company Company, Holdings or any of its the Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (a) is caused by a failure to pay at principal of or premium, if any, or interest on the final stated maturity the principal amount date 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, 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 5.0 million or more, ; (vi) failure by the Company Company, Holdings or any of its the Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to except as permitted by the Company Indenture or any Guarantee that is given by a Guarantor, any Guarantee of its a Significant Subsidiaries. In the case of an Event of Default arising from Restricted 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; and (viii) certain events of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action Holdings or noticeany of their Significant Restricted Subsidiaries or a group of Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable; provided, however that such declaration will not become effective until the earlier to occur of (i) the acceleration of the maturity of any Indebtedness under the New Credit Facility or (ii) five Business Days after the Agent under the New Credit Facility or other designated representative of holders of Senior Indebtedness shall have received written notice of the intention of such Holders to accelerate. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of Default with respect to the following is an Event of DefaultNotes include: (i) default for 30 consecutive days in the payment when due of interest on the Notes, ; (ii) default in payment when due of the principal Reduced Principal Amount of or premium, if any, on the NotesNotes when due at Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 4.07, 4.09, 4.10, 4.15 or 5.01 of the Second Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given of such failure to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount in Reduced Principal Amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the Supplemental IndentureIssue Date, if that default: such default (a) is caused by a failure to pay at final stated maturity the principal amount of of, or premium or interest, if any, on such Indebtedness prior to the expiration of the any 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, 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 $100.0 50.0 million or more; provided, that if any such default is cured or waived or any such acceleration is rescinded, 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, such Event of Default under the Indenture and any consequential acceleration of the Notes shall be automatically rescinded; (vi) failure by the Company or any of its Restricted Significant Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 50.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed (including a stay pending appeal) for a period of 60 days or after the date of such final judgment (or, if later, the date when payment is due pursuant to such judgment); (vii) 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 any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under its Subsidiary Guarantee (other than by reason of release of a Guarantor from its Subsidiary Guarantee in accordance with the terms of the Indenture); (viii) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary as specified in Section 501(8) or 501(9) of the Original Indenture (as amended by Section 6.01 of the Second Supplemental Indenture) and (ix) failure by the Company to satisfy (a) its conversion or payment obligations in accordance with Article 11 of the Second Supplemental Indenture (x) upon a Holder’s exercise of its Significant SubsidiariesEarly Conversion rights or (y) upon the Company’s exercise of its Mandatory Conversion rights, or (b) satisfy its distribution or payment obligations in accordance with Section 4.01 of the Second Supplemental Indenture upon any Reduction, which failure in each case is not cured within three Business Days; or the Company fails to comply with Section 4.22 of the Second Supplemental Indenture. In If any Event of Default occurs and is continuing, the Trustee, by notice to the Company, or the Holders of at least 25% in aggregate Reduced Principal Amount of the then outstanding Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary described in Section 501(8) or 501(9) of the Original Indenture (as amended by Section 6.01 of the Second Supplemental Indenture), all outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount Reduced Principal Amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notesconferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default with respect to the Notes (except a Default or Event of Default relating to the payment of principal Reduced Principal Amount, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount Reduced 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 past Default or Event of Default with respect to the Notes and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest onthe Reduced Principal Amount of or premium, if any, or interest on the principal of, Notes or conversion of the Notes. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and Indenture, and, so long as any Notes are outstanding, the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of DefaultDefault with respect to the Notes, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the any payment when due of interest on any Note when due and payable, continued for 30 days, whether or not prohibited by the Notes, subordination provisions of the Indenture; (ii) default in the payment when due of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not prohibited by the Notes, subordination provisions of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by Company’s agreements or obligations contained in the Company or any of its Restricted Subsidiaries Indenture for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee on behalf of the Holders or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the outstanding Notes outstanding which notice requires that the default be remedied and states that it is a notice of default under this Indenture; provided that the Company shall have 120 days after the receipt of such notice to remedy, or receive a waiver for, a failure to comply with any Section 4.03 of their other covenants or agreements in the Supplemental Indenture, ; (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted Subsidiaries), ) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenturehereof, if that default: (a) which is caused by a failure to pay at final stated maturity the principal amount of such Indebtedness prior Indebtedness, at its stated final maturity (after giving effect to the expiration of the any applicable grace period periods) provided in such Indebtedness on the date of such default (a “Payment Default”)Indebtedness; or (b) results in the acceleration of such Indebtedness prior to its express stated final 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 Significant Subsidiary (or group of its Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 of the Indenture) would constitute a Significant Subsidiary) to pay certain final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurerjudgments, which judgments are not paid, discharged or stayed stayed, for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to 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 and (viii) any Guarantee of the Notes ceases to be in full force and effect, other than in accordance with the terms of the Indenture or a Guarantor denies or disaffirms its Significant Subsidiariesobligations under its Guarantee of the Notes, other than in accordance with the terms thereof or upon release of such Guarantee in accordance with the Indenture. 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 immediately without further action or notice. If any other 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 of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect to matters relating to the Notesconferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required, upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on on, the Notes, ; (ii) default in the payment when due of the principal of of, or premiumpremium on, if any, on the Notes, ; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries Guarantor for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 2530% of the in aggregate principal amount of the Notes then outstanding to comply with any of their other covenants or the agreements in the Supplemental Indenture (other than a default referred to in clause (i) or (ii) of Section 6.01 of the Indenture, ); (viv) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries Guarantor (or the payment of which is guaranteed Guaranteed by the Company or any of its Restricted SubsidiariesGuarantor), whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: (aA) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “Payment Default”); or (bB) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates exceeds the greater of (1) 1.5% of Total Assets and (2) $100.0 million 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 moretransfer 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 (vii) failure 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 its Restricted Subsidiaries to pay 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 judgments which are and non-appealable aggregating judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in excess full force and effect or any Guarantor (or any group of $100.0 millionGuarantors) that constitutes a Significant Subsidiary, net or any Person acting on behalf of applicable insurance which has not been denied in writing by the insurerany Guarantor (or any group of Guarantors) that constitutes a Significant Subsidiary, which judgments are not paid, discharged shall deny or stayed for a period of 60 days disaffirm its or their obligations under its or their Subsidiary Guarantee(s); (viivi) certain events of bankruptcy or insolvency with respect to the Company or any of its the Guarantors that is a Significant Subsidiaries. In Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary: (A) commences a voluntary case, (B) consents to the case entry of an Event of Default arising from certain events of bankruptcy or insolvency with respect order for relief against it in an involuntary case, (C) consents to the Companyappointment of a custodian of it or for all or substantially all of its property, all outstanding Notes will (D) makes a general assignment for the benefit of its creditors, or (E) generally is not paying its debts as they become due and payable without further action due; or notice. If (vii) a court of competent jurisdiction enters an order or decree under any other Event Bankruptcy Law that: (A) is for relief against the Company or any Guarantor that is a Significant Subsidiary or any group of Default occurs and is continuingGuarantors that, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount taken together, would constitute a Significant Subsidiary; (B) appoints a custodian of the then outstanding Notes by notice to the Issuers and the Trustee may declare Company or Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary or for all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of substantially all of the Notes waive property of the Company or any existing Default Guarantor that is a Significant Subsidiary or Event any group of Default 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 its consequences under the Supplemental Indenture except a continuing Default order or Event of Default decree remains unstayed and in effect for 60 consecutive days or (viii) the payment of interest onfailure to consummate the Special Partial Mandatory Redemption, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Defaultextent required, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoas described under Section 6 above.

Defaults and Remedies. Each of the following is constitutes an Event of Default"EVENT OF DEFAULT": (i) default for 30 consecutive days in the payment when due of interest on the Notes, (iia) default in payment when due of the principal of or premium, if any, on the Notes; (b) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the Notes; (iiic) failure by the Company to comply with Section 5.1 of the Indenture or to consummate a purchase of Notes when required pursuant to the provisions of Section 4.9 or Section 4.10 of the Indenture; (d) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenturea Subsidiary Guarantor, (iv) failure by the Company or any of its Restricted Subsidiaries if any, for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the then outstanding Notes outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (ve) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries)) other than Indebtedness owed to the Company or a Wholly Owned Subsidiary, whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental IndentureIssue Date, if that default: which default (ax) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default unless being contested in good faith by appropriate proceedings (a “Payment Default”); "PAYMENT DEFAULT") or (by) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 20.0 million or more, ; (vif) failure any final judgment or decree (to the extent not covered by insurance) for the payment of money in excess of $20.0 million is entered against the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, net of applicable insurance which has not been denied in writing by the insurerSubsidiaries, which judgments are is not paidpaid or discharged, discharged or stayed for a and there shall be any period of 60 consecutive days following entry of such final judgment or decree during which a stay of enforcement of such final judgment or decree, by reason of pending appeal or otherwise, shall not be in effect; (viig) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries, or group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its Subsidiaries), would constitute a Significant Subsidiary (such group herein referred to as a "SIGNIFICANT GROUP OF SUBSIDIARIES"): (i) commences a voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case in which it is the debtor, (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) admits in writing its inability generally to pay its debts as the same become due; (h) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company, any of its Significant Subsidiaries, or a Significant Group of Subsidiaries in an involuntary case in which it is the debtor, (ii) appoints a Custodian of the Company, any of its Significant Subsidiaries, or a Significant Group of Subsidiaries or for all or substantially all of the property of the Company, a Significant Subsidiary or a Significant Group of Subsidiaries; or (iii) orders the liquidation of the Company, any of its Significant Subsidiaries, or a Significant Group of Subsidiaries; and the order or decree contemplated in clauses (i), (ii) or (iii) of this clause (h), remains unstayed and in effect for 60 consecutive days; or (i) except as permitted in the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or a Subsidiary, or any Person acting on behalf of such Subsidiary, shall deny or disaffirm its obligations under its Subsidiary Guarantee. In the case of If an Event of Default arising from certain events (other than of bankruptcy a type specified in clause (g) or insolvency with respect to (h) in the Company, all outstanding Notes will become due and payable without further action or notice. If any other Event of Default preceding paragraph) occurs and is continuingcontinuing under the Indenture, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare the principal, premium, if any, interest and any other monetary obligations (including Liquidated Damages) on all the then outstanding Notes to be due and payablepayable immediately by notice in writing to the Company (and the Trustee, if given by the Holders); provided, that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, such acceleration of the Notes shall not be effective until the earlier of (a) an acceleration of any such Indebtedness under the Credit Agreement or (b) five business days after receipt by the Company of written notice of such acceleration of the Notes. Upon the effectiveness of such declaration, such principal, premium, interest and other monetary obligations will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (g) or (h) of the preceding paragraph, all outstanding Notes will become due and payable without further action or notice. Holders of Notes may not enforce the Supplemental Indenture or the Notes except as provided in under the Supplemental Indenture. Subject to certain limitations, including the provision to the Trustee of an indemnity in accordance with Section 7.7 of the Indenture, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each of the following is an Event of Default: (i) default for 30 consecutive days in the payment when due of interest on the 13.50% Notes, (ii) default in payment when due of the principal of or premium, if any, on the 13.50% Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company Issuers by the Trustee or to the Company Issuers and the Trustee by the Holders of at least 25% of the principal amount of all of the series of the Notes to which such failure relates outstanding to comply with any of their other covenants or agreements in the Supplemental 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), 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 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 $100.0 100 million or more, (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 100 million (net of applicable insurance which has not been denied in writing by the insurer), which judgments are not paid, discharged or stayed for a period of 60 days days, or (vii) certain events of bankruptcy or insolvency 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, the Accreted Value of and accrued and unpaid cash interest on all series of outstanding Notes will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of all of the then outstanding series of Notes to which such Event of Default relates may by notice to the Issuers and the Trustee may declare all the Accreted Value of and accrued and unpaid cash interest on such Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders of the Notes of any series notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of all of the series of the Notes to which such Default or Event of Default relates then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the such Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on or Special Interest, if any, with respect to, the Notes, whether or not prohibited by the subordination provisions of the Indenture; (ii) default in payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes, Notes whether or not prohibited by the subordination provisions of the Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and Section 5.01 of the Supplemental Indenture, ; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of their the other covenants or agreements in the Supplemental Indenture, ; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Significant Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Significant Subsidiaries), whether such Indebtedness or guarantee Xxxxxxxxx now exists exists, or is created after the date of the Supplemental Indenture, if that default: (a) is caused by a failure to pay principal at the final stated maturity the principal amount Stated Maturity of such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (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 15.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries to pay certain final judgments which are non-appealable aggregating in excess and decrees for the payment of $100.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed money that remain undischarged for a period of 60 days or after such judgment has become final and nonappealable; (vii) except as permitted by the Indenture, any Subsidiary Guarantee of any Significant Subsidiary is declared to be unenforceable or invalid by any final and nonappealable judgment or decree or ceases for any reason to be in full force and effect, or any Guarantor, that is a Significant Subsidiary or any Person acting on behalf of any Guarantor that is a Significant Subsidiary denies or disaffirms its obligations in writing under its Subsidiary Guarantee and such Default continues for 10 days after receipt of the notice specified in the Indenture and (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of its the Company's Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Facilities is outstanding, such acceleration will not be effective until the earlier of (1) the acceleration of such Indebtedness under the Credit Facilities or (2) five Business Days after receipt by the Company of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Companyinsolvency, all outstanding Notes will shall become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payable. Holders may not enforce the Supplemental Indenture or the Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium and Special Interest, if any, or interest on, the NotesNotes (including in connection with an offer to purchase). The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Under the Indenture, Events of Default include (each of which are more specifically described in the following is an Event of Default: Indenture): (i) default for 30 consecutive days in the any payment when due of interest on on, or Additional Interest (if required by the NotesRegistration Rights Agreement) with respect to, any Security; (ii) default in the payment when due of the principal of or premium, if any, on the Notesany Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise; (iii) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Section 4.1; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 of the Supplemental Indenture, (iv) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive 60 days after written notice thereof has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the principal amount of the Notes outstanding to comply as provided below with any of their its other covenants or agreements contained in the Supplemental 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 exists, or is created after the date of the Supplemental IndentureIssue Date, if that which default: (a) is caused by a failure to pay at final stated maturity the principal amount of of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (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 payment default or the maturity of which has been so accelerated, aggregates $100.0 15.0 million or more, ; (vi) failure by the Company or any of its Restricted Subsidiaries Material Subsidiary to pay final judgments which are non-appealable aggregating in excess of $100.0 million, 15.0 million (net of applicable any amounts that a reputable and creditworthy insurance which company has not been denied acknowledged liability for in writing by the insurerwriting), which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) certain events Bankruptcy Law Events of bankruptcy Default; (viii) any Subsidiary Guarantee of a Material Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or insolvency is declared null and void in a judicial proceeding or any Subsidiary Guarantor that is a Material Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee; or (ix) with respect to any Collateral having a fair market value in excess of $15.0 million, individually or in the aggregate, (a) the security interest under the Collateral Documents, at any time, ceases to be in full force and effect for any reason (other than 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 Collateral Documents) other than in accordance with their terms and the terms of the Indenture and other than the satisfaction in full of all obligations under the Indenture and discharge of the Indenture, (b) the security interest created under the Collateral Documents is declared invalid or unenforceable in any material respect by a court of competent jurisdiction or (c) the Company or any Subsidiary Guarantor asserts that any such security interest or Collateral Document is invalid or unenforceable prior to the time that the Collateral is to be released to the Company or any of its Significant Subsidiaries. In the Subsidiary Guarantors, and in the case of any default referred to in clause (a) or (b) hereof, such default continues uncured for 30 days after written notice thereof is given to the Company by the Trustee or Holders of at least 25% in principal amount of the outstanding Securities. However, a default under clause (iv) of this paragraph will not constitute an Event of Default arising from certain events until the Trustee or the Holders of bankruptcy or insolvency with respect to 25% in principal amount of the Company, all outstanding Notes will become due Securities notify the Company of the default and payable without further action or the Company does not cure such default within the time specified in clause (iv) of this paragraph after receipt of such notice. If any other an Event of Default (other than an Event of Default described in clause (vii) above) occurs and is continuing, the Trustee by notice to the Issuers Company, or the Holders of at least 25% in principal amount of the then outstanding Notes Securities by notice to the Issuers Company and the Trustee, may, and the Trustee may at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes Securities to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately. If an Event of Default described in clause (vii) above occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest on all the Securities will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Supplemental Indenture or the Notes Securities except as provided in the Supplemental Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal principal, premium, if any, or interest) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. Each of the following is constitutes an "Event of Default": (ia) default for 30 consecutive days in the payment when due of interest on on, or Liquidated Damages with respect to, the Notes, ; (iib) default in payment when due of the principal of or premium, if any, on the Notes, ; (iiic) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.16 and 5.01 the provisions described under Section 4.10 or 4.15 of the Supplemental Indenture, ; (ivd) failure by the Company or any of its Restricted Subsidiaries for 30 consecutive days after written notice thereof has been given to the Company by from the Trustee or at least 25% in principal amount of the Notes then outstanding to comply with the provisions described under Sections 4.07 or 4.09 of the Indenture; (e) failure by the Company and for 60 days after notice from the Trustee by the Holders or holders of at least 25% of the in principal amount of the Notes then outstanding to comply with any of their its other covenants or agreements in the Supplemental Indenture, Indenture or the Notes; (vf) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee Guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (ai) is caused by a failure to pay at final stated maturity the principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (bii) results in the acceleration of such Indebtedness prior to its express maturity, maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 10.0 million or more, ; (vig) failure by the Company or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 5.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; and (viih) certain events of bankruptcy or insolvency with respect to as described in the Company or Indenture. A1-5 If any of its Significant Subsidiaries. In the case of an Event of Default arising from (other than 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 any other Event of Default insolvency) occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuers and the Trustee may declare all the Notes to be due and payablepayable immediately. Holders may not enforce the Supplemental Indenture or Upon any such declaration, the Notes except as provided shall become due and payable immediately. Notwithstanding the foregoing, in the Supplemental Indenturecase of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall be due and payable immediately without further action or notice. Subject to certain limitations, The Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default Holders rescind an acceleration and its consequences under if the Supplemental Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in (except nonpayment of principal or interest that has become due solely because of the payment of interest on, acceleration) have been cured or the principal of, the Noteswaived. The Issuers are Company is required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture Indenture, and the Base Indenture. Upon Company is required upon becoming aware of any Default or Event of Default, the Issuers are required Default to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect theretoDefault.

Defaults and Remedies. Each Events of the following is an Event of DefaultDefault include: (i) default for 30 consecutive days in the payment when due of interest on the Senior Subordinated Secured Notes, whether or not prohibited by Article XII of the Indenture; (ii) default in payment when due of the principal of or premium, if any, on the Senior Subordinated Secured Notes, whether or not prohibited by Article XII of the Indenture; (iii) failure by the Company AirGate or any of its Restricted Subsidiaries Subsidiary to comply with the provisions described in Sections 4.16 4.10 and 5.01 4.14 of the Supplemental Indenture, ; (iv) failure by the Company AirGate or any of its Restricted Subsidiaries Subsidiary for 30 consecutive 60 days after written notice thereof has been given to the Company by from the Trustee or to the Company and the Trustee by the Holders of at least 25% of the in principal amount of the Senior Subordinated Secured Notes then outstanding to comply with any of their the other covenants or agreements in provisions of the Supplemental 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 AirGate or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company AirGate or any of its Restricted Subsidiaries), ) whether such Indebtedness or guarantee now exists exists, or is created after the date of the Supplemental Indenture, if that default: which default (aA)(1) is caused by a failure to pay at final stated maturity the any principal amount of or premium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a “"Payment Default”); ") or (b2) results in the acceleration of such Indebtedness prior to its express maturity, and, maturity and (B) in each case, the principal amount of any such Indebtedness, 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 10.0 million or more, ; (vi) failure by the Company AirGate or any of its Restricted Subsidiaries to pay final judgments which are non-appealable aggregating in excess of $100.0 10.0 million, net of applicable insurance which has not been denied in writing by the insurer, which judgments are not paid, discharged or stayed for a period of 60 days or days; (vii) certain events of bankruptcy or insolvency with respect to the Company AirGate or any of its Significant Restricted Subsidiaries. In ; (viii) any Second-Priority Security Document or the case Intercreditor Agreement is held to be unenforceable or invalid for any reason, the security interests purported to be created by the Second-Priority Security Documents are held to be unenforceable, invalid or impaired with respect to a material portion of the Collateral, AirGate or any Guarantor defaults in the performance of the terms of any of the Second-Priority Security Documents or the Intercreditor Agreement in a manner which adversely affects the enforceability or validity of the security interest on a material portion of the Collateral or in a manner which adversely affects the condition or value of a material portion of the Collateral, or AirGate or any Guarantor repudiates or disaffirms any of its obligations under any of the Second-Priority Security Documents or the Intercreditor Agreement; (ix) except as permitted by the Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee; and (x) any event occurs that causes, subject to any applicable grace period, an Event of Default arising from certain events Termination under any of bankruptcy or insolvency with respect to the Company, all outstanding Notes will become due and payable without further action or noticeSprint Agreements. If any other Event of Default occurs and is continuing, the Trustee by notice to the Issuers or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Secured Notes by notice to the Issuers and the Trustee may declare all the Senior Subordinated Secured Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to AirGate or any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Secured Notes will become due and payable immediately without further action or notice. Holders may not enforce the Supplemental Indenture or the Senior Subordinated Secured Notes except as provided in the Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Secured Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notespower. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Supplemental Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Supplemental Indenture and the Base Indenture. Upon becoming aware of any Default or Event of Default, the Issuers are required to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuers are taking or propose to take with respect thereto.