Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default are specified in Indenture. In the case of an Event of Default arising from certain events of bankruptcy under Section 6.01(10) or insolvency with respect to the Company, any Restricted Subsidiary (11) of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (from Holders of the Notes if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principalprincipal of, premiumor interest, premium or Additional Interest, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences under consequences, if the Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment (except nonpayment of principal ofprincipal, premiuminterest or premium or Additional Interest, if any, on, that has become due solely because of the acceleration) have been cured or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultwaived.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Except as otherwise provided in the Indenture, if any Event of Default occurs and is continuing (other than an Event of Default arising from certain events of bankruptcy or insolvency), the Trustee or the Holders of at least 30% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Except in the case of a Default relating to the payment of principal, premium, if any, or interest, the Trustee may withhold from Holders of the Notes notice of any continuing Default or Event if and so long as a Responsible Officer of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it Trustee in good faith determines that withholding notice is in their interestthe interests of the Holders of the Notes. The Holders of not less than a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. In Under the case of Indenture, an Event of Default arising from includes: (i) default for 30 days in payment of any interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; and (iv) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default with respect to (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Notes Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-Notes then outstanding Notes may declare all unpaid principal to the principal of, and accrued and unpaid interest, if any, on, all date of acceleration on the Notes then outstanding Notes to be due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the Company, unpaid principal of the Notes then outstanding shall become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interests. The Company is required to deliver file periodic reports with the Trustee as to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware absence of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultdefault.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a nonconsenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within thirty (30) Business Days after becoming aware of any Default, unless such Default has been cured, waived or Event of Defaultis no longer continuing within such 30-day period, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case of an If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, principal or interest or premium, if any, on, and interest, if any, on the Notes,) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium, if any, on, or interest, if any, onthe principal of, the Notes (including or a Default or Event of Default in connection with an offer to purchase any Notes)respect of a provision in the Indenture that cannot be amended without the consent of each Holder affected. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case If any Event of Default (other than an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or reorganization of the Company) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued thereon, to be immediately due and payable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Company occurs, then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes, to the full extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the Outstanding Senior Notes may rescind any such acceleration with respect to the CompanySenior Notes and its consequences. No Holder of this Senior Note may institute any action, any Restricted Subsidiary unless and until: (i) such Holder has given the Trustee written notice of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other continuing Event of Default with respect to the Notes occurs and is continuing, the Trustee or Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the then-outstanding Outstanding Senior Notes may declare have made a written request to the principal ofTrustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such reasonable indemnity against the costs, expenses and accrued and unpaid interest, if any, on, all outstanding Notes liabilities to be due incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and payable immediately. Holders may not enforce offer of indemnity; and (v) no inconsistent direction has been given to the Indenture or Trustee during such 60-day period by the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Outstanding Senior Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Notes shall have the case Events of Default as set forth in Section 8.01 of the Indenture. Subject to certain limitations in the Indenture, if an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee by notice to the Company or the Holders Securityholders of at least 25% in aggregate principal amount of the then-outstanding Notes by notice to the Company and the Trustee may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, Notes shall become due and payable immediately without further action or notice. Holders Upon acceleration as described in either of the preceding sentences, the subordination provisions of the Indenture preclude any payment being made to Securityholders for at least 5 Business Days after holders of Senior Debt receive notice of such acceleration except as otherwise provided in the Indenture. The Securityholders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. Securityholders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders Securityholders of a majority in aggregate principal amount of the then-outstanding Notes issued under the Indenture may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available trust or power. The Company must furnish compliance certificates to the Trustee or exercising any trust or power conferred on itannually. The Trustee may withhold from Holders above description of the Notes notice of any continuing Default or Event Events of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, onand remedies is qualified by reference to, and interestsubject in its entirety by, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default more complete description thereof contained in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes, the Guarantees or the Notes Security Documents except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within twenty (20) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default and what action the Issuer is taking or Event of Defaultproposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Company may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including held by a non-consenting Holder; provided that the Holders of at least a majority in connection with an offer to purchase any Notes)principal amount of Notes may rescind and cancel certain declarations of acceleration of the Notes as provided in the Indenture. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon required within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand the status thereof.

Defaults and Remedies. In If an Event of Default occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25%) in principal amount of the then outstanding Notes generally may by written notice to the Issuer and the Trustee declare all the Notes to be due and payable, whereupon the Notes shall become due and payable at the time provided in Section 6.02 of the Indenture. 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 Restricted Subsidiary of the Company that is a Significant Subsidiary Issuer or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of at least a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, including an accelerated payment or the failure to make a payment on the NotesChange of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer, or a Default in complying with the provisions of Article Five of the Indenture) if it determines in good faith that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Under the Indenture, Events of Default include (i) default in payment of the principal amount, premium, if any, interest or Liquidated Damages, if any, in respect of the Notes when the same becomes due and payable subject, in the case of an Event interest and Liquidated Damages, to the grace period contained in the Indenture; (ii) failure by the Company to comply with other agreements in the Indenture or the Notes, subject to notice and lapse of Default arising from time; (iii) certain events of acceleration prior to maturity of certain indebtedness; (iv) certain final judgments which remain undischarged; (v) certain events of bankruptcy or insolvency with respect to the Company, any Restricted insolvency; or (vi) certain failures of Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or noticeGuaranties. If any other an Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes at the time outstanding, may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-Notes at the time outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal, premium, if any, on, and interest, if any, on the Notesamounts specified in clause (i) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultinterests.

Defaults and Remedies. In Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice to comply with any of its other agreements in the Indenture or the Notes and (v) certain events of bankruptcy or insolvency with respect to the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofprincipal, premium, if any, on, interest or interest, if any, on, premium on the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes by written notice to the Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the then-then outstanding Notes Notes, by written notice to the Trustee mayTrustee, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture (except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notesheld by a nonconsenting Holder). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon required within thirty (30) days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default Default, its status and what actions the Company is taking or Event of Defaultpropose to take with respect thereto.

Defaults and Remedies. In the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes generally may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, principal or interest including an accelerated payment or the failure to make a payment on the NotesChange of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, the premium on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Under the case of Indenture, an Event of Default arising from includes: (i) default for 30 days in payment of any interest or Additional Interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; (iv) default in the payment of certain indebtedness of the Company or a Significant Subsidiary and (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company, any Restricted Subsidiary reorganization of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default with respect to (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Notes Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-Notes then outstanding Notes may declare all unpaid principal to the principal of, and accrued and unpaid interest, if any, on, all date of acceleration on the Notes then outstanding Notes to be due and payable immediately, all as and to the extent provided in the Indenture. If an Event of Default occurs as a result of certain events of bankruptcy, insolvency or reorganization of the Company, unpaid principal of the Notes then outstanding shall become due and payable immediately without any declaration or other act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interests. The Company is required to deliver file periodic reports with the Trustee as to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware absence of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultdefault.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and any or interest, if any, on the Notes) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes held by a non-consenting Holder (including in connection with an offer to purchase any NotesAsset Sale Offer or a Change of Control Offer). The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is requiredrequired to deliver to the Trustee, upon becoming aware within thirty (30) days after the occurrence of a Default, written notice in the form of an Officer’s Certificate of any Default event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to deliver to the Trustee a written statement specifying such Default or Event of Defaulttake with respect thereto.

Defaults and Remedies. In This Note and the case other Notes have the Events of Default as set forth in Section 6.01 of the Indenture. If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any (other than an Event of Default with respect to specified in Section 6.01(a)(xi) or (xii) of the Notes Indenture) occurs and is continuing, the Trustee or the registered Holders of at least not less than 25% in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may declare this Note and the principal of, and accrued and unpaid interest, if any, on, all outstanding other Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in this Note and the other Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture Indenture, this Note, the other Notes or the Notes Security Documents except as provided in the IndentureIndenture and subject to the Intercreditor Agreement and the RSA Intercreditor Agreement. The Trustee and the Security Agent may refuse to enforce the Indenture this Note or the other Notes unless it receives an indemnity satisfactory to it. Subject to certain limitations set forth in under the IndentureIntercreditor Agreement and the RSA Intercreditor Agreement, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method Trustee and place the Security Agent in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interestpower. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, may rescind an any acceleration and its consequences under consequence if the Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment have been cured or waived except nonpayment of principal ofprincipal, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interest that has become due solely because of such acceleration. The Company above description of Events of Default and remedies is required to deliver qualified by reference, and subject in its entirety, to the Trustee annually an Officers’ Certificate regarding compliance with provisions of the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interestAdditional Interest, if any, on the Notesor interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, or interestAdditional Interest, if any, or interest on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case of If an Event of Default arising from (other than an Event of Default relating to certain bankruptcy events of bankruptcy or insolvency with respect as described in the Indenture) occurs and is continuing, the Trustee by notice to the CompanyIssuer, any Restricted Subsidiary or the Holders of at least 25% in principal amount of the Company that is a Significant Subsidiary or any group outstanding Notes by notice to the Issuer and the Trustee, may, and the Trustee at the request of Restricted Subsidiaries of the Company thatsuch Holders shall, taken together, would constitute a Significant Subsidiary, declare the principal of, of and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, on all outstanding Notes to be due and payable immediately. Holders If an Event of Default relating to certain bankruptcy events occurs as provided in the Indenture, the principal and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if and so long as it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the HoldersNotes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind an acceleration and its consequences under if the Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment (except nonpayment of principal ofprincipal, premium, if any, on, or interest, if any, on, or premium that has become due solely because of the Notes (including in connection with an offer to purchase any Notes)acceleration) have been cured or waived. The Company Issuer and each Subsidiary Guarantor is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultevent.

Defaults and Remedies. In Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes; and (v) certain events of bankruptcy or insolvency with respect to the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofprincipal, premium, if any, on, interest or interest, if any, on, premium on the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, interest on, or interest, if any, onthe principal of, the Notes (including in connection with an offer to purchase any Notesother than nonpayment of principal or interest that has become due solely because of acceleration). The Company Issuer and each Guarantor is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In This Note and the case other Notes have the Events of Default as set forth in Section 6.01 of the Indenture. If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any (other than an Event of Default with respect to specified in clauses (ix) and (x) of Section 6.01(a) of the Notes Indenture) occurs and is continuing, the Trustee or the registered Holders of at least 25not less than 30% in aggregate principal amount of the then-Notes then outstanding Notes may declare by written notice to the principal ofIssuers and the Parent Guarantor (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare this Note and the other Notes, and any Additional Amounts and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in this Note and the other Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture Indenture, this Note, the other Notes or the Notes Security Documents except as provided in the Indenture and subject to the Intercreditor Agreement and any Additional Intercreditor Agreement. The Trustee and the Security Agent may refuse to enforce the Indenture, this Note or the other Notes unless it receives security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitations set forth in and the IndentureIntercreditor Agreement (and any Additional Intercreditor Agreement), the Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method Trustee and place the Security Agent in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interestpower. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, may rescind an any acceleration and its consequences under consequence if the Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment have been cured or waived except nonpayment of principal ofprincipal, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interest that has become due solely because of such acceleration. The Company above description of Events of Default and remedies is required to deliver qualified by reference, and subject in its entirety, to the Trustee annually an Officers’ Certificate regarding compliance with provisions of the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Events of Default are set forth in the case of an Indenture. If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding 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 immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofthe principal, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then-then outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuingcontinuing (other than an Event of Default relating to certain events of bankruptcy and similar matters with respect to the Issuer, any Significant Subsidiary or any group of the Issuer’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), the Trustee or the Holders of at least 25% in aggregate principal amount of Notes then outstanding, by written notice to the then-outstanding Notes Issuer (and to the Trustee, if such notice is given by the Holders), may declare the principal amount of, and accrued and unpaid interest, if any, interest on, all outstanding the Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. If an Event of Default relating to certain events of bankruptcy and similar matters with respect to the Issuer, any Significant Subsidiary or any group of the Issuer’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, the principal amount of, and accrued and unpaid interest on, all the Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the terms of the Indenture, the Trustee is not obligated to exercise any of its rights or powers under the Indenture unless the Holders have offered security or indemnity satisfactory to the Trustee. The Indenture permits, subject to certain limitations set forth in the Indenturetherein provided, Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes may to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee with respect to the Notes. 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 in payment of principal, premium, or premium if any, on, or accrued and interest, if any, on unpaid interest with respect to the Notes) in accordance with the provisions of the Indenture if it a committee of the Trustee’s Trust Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer and each Guarantor is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case If any Event of Default (other than an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or reorganization of the Issuer) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued thereon, to be immediately due and payable by notice in writing to the Issuer (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Issuer occurs, then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes, to the full extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the Outstanding Senior Notes may rescind any such acceleration with respect to the CompanySenior Notes and its consequences. No Holder of this Senior Note may institute any action, any Restricted Subsidiary unless and until: (i) such Holder has given the Trustee written notice of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other continuing Event of Default with respect to the Notes occurs and is continuing, the Trustee or Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the then-outstanding Outstanding Senior Notes may declare have made a written request to the principal ofTrustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee, and accrued if requested, provided indemnity or security reasonably satisfactory against the costs, expenses and unpaid interest, if any, on, all outstanding Notes liabilities to be due incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and payable immediately. Holders may not enforce offer of indemnity; and (v) no inconsistent direction has been given to the Indenture or Trustee during such 60-day period by the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Outstanding Senior Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interestAdditional Interest, if any, on the Notesor interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, or interestAdditional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (including in connection provided such rescission would not conflict with an offer to purchase any Notesjudgment of a court of competent jurisdiction). The Company Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. In the case of an If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Notwithstanding the preceding sentence, in the case of an Event of Default arising from clause (8) or (9) of Section 6.01 of the Indenture, all outstanding Notes will become due and payable without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Amounts that have become due solely because of the acceleration) have been cured or waived. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notespremium or Additional Amounts) if it determines that withholding notice is in their interest. The Except as provided in the Indenture, the Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premiumor interest, premium or Additional Amounts, if any, on, or interest, if any, on, on the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is will be required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of If an Event of Default arising from certain events (excluding an Event of bankruptcy Default specified in Section 5.01(viii) or insolvency (ix) of the Supplemental Indenture with respect to the Company, any Restricted Company (but including an Event of Default specified in Section 5.01(viii) or (ix) of the Supplemental Indenture solely with respect to a Significant Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes Company)) occurs and is continuing, the Trustee by written notice to the Company or the Holders of at least twenty five percent (25% %) in aggregate principal amount of the then-Securities then outstanding Notes by written notice to the Company and the Trustee may declare the Securities to be due and payable. Upon such declaration, the principal of, and any premium and accrued and unpaid interest, if any, interest on, all outstanding Notes to Securities shall be due and payable immediately. Holders may not enforce If an Event of Default specified in Section 5.01(viii) or (ix) of the Supplemental Indenture with respect to the Company (excluding, for purposes of this sentence, an Event of Default specified in Section 5.01(viii) or (ix) of the Notes except as provided in Supplemental Indenture solely with respect to a Significant Subsidiary of the IndentureCompany) occurs, the principal of, and premium and accrued and unpaid interest on, all the Securities shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder. Subject to certain limitations set forth in the Indenture, The Holders of a majority in aggregate principal amount of the then-Securities then outstanding Notes by written notice to the Trustee may rescind or annul an acceleration and its consequences if (A) the rescission would not conflict with any order or decree, (B) all existing Events of Default, except the nonpayment of principal, premium or interest that has become due solely because of the acceleration, have been cured or waived and (C) all amounts due to the Trustee under Section 607 of the Base Indenture have been paid. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The However, the Trustee may withhold from refuse to follow any direction that conflicts with law or the Indenture, is unduly prejudicial to the rights of other Holders of or would involve the Notes notice of Trustee in personal liability unless the Trustee is offered indemnity reasonably satisfactory to it; provided, that the Trustee may take any continuing Default or Event of Default (except other action deemed proper by the Trustee which is not inconsistent with such direction. If a Default or Event of Default relating occurs and is continuing as to which the Trustee has received written notice pursuant to the payment provisions of principalthe Indenture, premiumor as to which a Responsible Officer of the Trustee shall have actual knowledge, if anythe Trustee shall mail to each Holder a notice of the Default or Event of Default within thirty (30) days after receipt of such notice or after acquiring such knowledge, onas applicable, and interest, if any, on unless such Default or Event of Default has been cured or waived. Except in the Notes) if it determines that withholding notice is in their interest. The Holders case of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, onany amounts due with respect to any Security, the Notes (including Trustee may withhold the notice if, and so long as it in connection with an offer to purchase any Notes)good faith determines that, withholding the notice is in the best interests of Holders. The Company is required to must deliver to the Trustee annually an Officers’ Certificate regarding annual compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultcertificate.

Defaults and Remedies. In If an Event of Default occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25%) in principal amount of the then outstanding Notes generally may by written notice to the Issuer and the Trustee declare all the Notes to be due and payable, whereupon the Notes shall become due and payable at the time provided in Section 6.02(a) of the Indenture. 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 Restricted Subsidiary of the Company that is a Significant Subsidiary Issuer or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of at least a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, including an accelerated payment or the failure to make a payment on the NotesChange of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer, or a Default in complying with the provisions of Article Five of the Indenture) if it determines in good faith that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Except as specified in the case of Indenture, if an Event of Default arising from occurs (other than an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs ) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, amount of the Notes and accrued and unpaid interest, if any, on, all interest on the outstanding Notes to be due and payable immediatelypayable. Holders may not enforce If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Indenture or Company occurs, the principal amount of the Notes except as provided in and accrued and unpaid interest on the Indentureoutstanding Notes shall automatically become due and payable without any declaration or other act on the part of the Trustee or any Holders. Subject to Under certain limitations set forth in circumstances, the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct rescind any such acceleration with respect to the timeNotes and its consequences. If an Event of Default occurs and is continuing, method and place the Trustee shall be under no obligation to exercise any of conducting the rights or powers under the Indenture at the request or direction of any proceeding for exercising any remedy available of the Holders unless such Holders have offered to the Trustee reasonable indemnity or exercising security against any trust loss, liability or power conferred on itexpense. The Subject to certain exceptions, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has given the Trustee may withhold from written notice of an Event of Default, (ii) Holders of at least 25% in aggregate principal amount of the outstanding Notes notice of any continuing Default or Event of Default (except have made a Default or Event of Default relating written request to the payment Trustee to pursue the remedy and offered reasonable security or indemnity against any costs, liability or expense of principalthe Trustee, premium, if any, on, (iii) the Trustee fails to comply with such request within 60 calendar days after receipt of such request and interest, if any, on the Notesoffer of indemnity and (iv) if it determines that withholding notice is in their interest. The the Trustee has not received an inconsistent direction from the Holders of a majority in aggregate principal amount of the then-outstanding Notes. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the outstanding Notes by notice are given the right to direct the time, method and place of any proceedings for any remedy available to the Trustee mayTrustee. The Trustee, on behalf of all the Holdershowever, rescind an acceleration and its consequences under may refuse to follow any direction that conflicts with law or the Indenture except a continuing Default or Event of Default in that the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company Trustee determines is required to deliver unduly prejudicial to the rights of any other Holder or that would involve the Trustee annually an Officers’ Certificate regarding compliance in personal liability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the Company Holder of the Notes, the obligation of the Company, which is required, upon becoming aware of any Default or Event of Defaultabsolute and unconditional, to deliver to pay the Trustee a written statement specifying such Default principal of and interest on this Note at the place, at the respective times, at the rate and in the coin or Event of Defaultcurrency herein and in the Indenture prescribed.

Defaults and Remedies. In the case of If an Event of Default arising from occurs (other than an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, OI Inc., OI Group or any Restricted Significant Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs OI Group) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, of and accrued and but unpaid interest, if any, on, interest on all outstanding the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company, OI Inc., OI Group or any Significant Subsidiary of OI Group occurs, the principal of and interest on all the Notes shall become immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may not rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal or interest when due, or the right to receive payment or delivery of the Exchange Consideration due upon exchange, no Holder may pursue any remedy with respect to the Indenture or the Notes except as provided unless (a) such Holder has previously given the Trustee notice that an Event of Default is continuing, (b) Holders of at least 25% in principal amount of the Indenture. Subject outstanding Notes have requested the Trustee in writing to certain limitations set forth in pursue the Indentureremedy, (c) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (d) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (e) the Holders of a majority in aggregate principal amount of the then-outstanding Notes may have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee may withhold from Holders of determines is unduly prejudicial to the Notes notice rights of any continuing Default other Holder or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to would involve the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences in personal liability. Prior to taking any action under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. In the case of an Event of If a Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in of the aggregate principal amount of the then-Notes then outstanding Notes generally may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or any Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Security Documents, Intercreditor Agreement or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if anyprincipal or interest including an accelerated payment or the failure to make a payment on the Change of Control Purchase Date, on the NotesNet Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default in complying with the provisions of Article Seven of the Indenture) if it and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in their interestthe interest of the Holders. The Holders of a majority in aggregate principal amount of the then-outstanding Notes (which may include consents obtained in connection with a tender offer or exchange offer of Notes) by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration may waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, the premium on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes and (iv) certain events of bankruptcy or insolvency with respect to the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofprincipal, premium, if any, on, interest or interest, if any, on, premium on the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of If an Event of Default arising from (other than certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, insolvency) shall occur and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in aggregate principal amount of the then-outstanding Outstanding Notes may declare the unpaid principal ofof (and premium, if any) and accrued and unpaid interestinterest on all the Notes to be immediately due and payable by notice in writing to the Company and the Trustee specifying the Event of Default and that it is a "notice of acceleration." Certain events of bankruptcy or insolvency are Events of Default which will result in the unpaid principal of (and premium, if any, on, ) and accrued and unpaid interest on all outstanding the Notes to be will become immediately due and payable immediatelywithout any deceleration or other act on the part of the Trustee or Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to certain limitations set forth in all provisions of the IndentureIndenture and applicable law, the Holders of a majority in aggregate principal amount of the then-outstanding then Outstanding Notes may have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itthe Trustee. 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 in the payment of principalprincipal or, premium, if any, on, and interest, if any, or interest on the Notesany Note) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interests of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case If any Event of Default (other than an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or reorganization of the Company) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued thereon, to be immediately due and payable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to a merger or certain events of bankruptcy, insolvency or reorganization of the Company occurs, then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes, to the full extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the Outstanding Senior Notes may rescind any such acceleration with respect to the CompanySenior Notes and its consequences. No Holder of this Senior Note may institute any action, any Restricted Subsidiary unless and until: (i) such Holder has given the Trustee written notice of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other continuing Event of Default with respect to the Notes occurs and is continuing, the Trustee or Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the then-outstanding Outstanding Senior Notes may declare have made a written request to the principal ofTrustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such reasonable indemnity against the costs, expenses and accrued and unpaid interest, if any, on, all outstanding Notes liabilities to be due incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and payable immediately. Holders may not enforce offer of indemnity; and (v) no inconsistent direction has been given to the Indenture or Trustee during such 60-day period by the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Outstanding Senior Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In If any Event of Default set forth in the Indenture 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 immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization described in the Indenture with respect to the Company or the Operating Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notespremium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal ofof or premium, premiuminterest or Additional Interest, if any, on, or interest, if any, on, on the Notes (including in connection with an offer to purchase any Notes)and except for provisions requiring the consent of each affected Holder under Section 9.02 of the Indenture. The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediatelyimmediately by notice in writing to the Issuer specifying the Event of Default; provided, however, that a Default under Section 6.01(d) of the Indenture shall not constitute an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company and the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, principal or interest or premium, if any, on, and interestor Special Interest, if any, on the Notes) if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of principal ofinterest or Special Interest, if any, on, premium, if any, on, or interest, if any, onthe principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes (including in connection with may rescind an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indentureacceleration and its consequences, and the Company is required, upon becoming aware of any except a Default or Event of DefaultDefault in the payment of the principal of, to deliver to the Trustee or premium (if any), interest or Special Interest (if any) on, a written statement specifying such Default or Event of DefaultNote.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 25.0% in principal amount of the then total outstanding Notes may, by notice to the Issuer and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately by written notice to the Issuer (and the Trustee if given by the Holders). Notwithstanding the foregoing, in the case of an Event of Default arising from certain events under clause (vi) or (vii) of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary Section 6.01(a) of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from the Holders of the Notes notice of any continuing Default or Event of Default (Default, except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may(with a copy to the Issuer, provided, that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of all the Holders, rescind an acceleration Holders waive any existing Default and its consequences under the Indenture (except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes held by a non-consenting Holder) (including in connection with an offer Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to purchase the Notes and its consequences under the Indenture (except if such rescission would conflict with any Notesjudgment of a court of competent jurisdiction). The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required to promptly (which shall be no more than 20 Business Days after becoming aware of any Default or Event of Default, ) to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case of an Event Events of Default arising from include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon prepayment or otherwise; and (iii) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 50% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture and the Notes; or (iv) the events of bankruptcy or insolvency specified in the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a its Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default with respect to the Notes specified in clause (i) or (ii) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable. If any Event of Default specified in clause (iii) occurs and is continuing, the Trustee or the Holders of at least 50% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in the Indenture, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, on, the Notes. The Trustee (in the event Holders of a majority in aggregate principal amount of the Notes (including then outstanding have not declared the Notes to be due and payable immediately) or Holders of a majority in connection with aggregate principal amount of the Notes then outstanding may rescind an offer to purchase any Notes)acceleration and its consequences. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon required within 10 days of an officer becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (including in connection provided such rescission would not conflict with an offer to purchase any Notesjudgment of a court of competent jurisdiction). The Company Issuers and each Guarantor is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. In the case of an Event Events of Default arising from include: (i) default for 30 days in the payment when due of interest on the Debentures; (ii) default in payment when due of principal of or premium, if any, on the Debentures when the same becomes due and payable at maturity, in connection with an offer to purchase or otherwise, (iii) failure by the Company to comply with Section 4.09 of the Indenture; (iv) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Debentures then outstanding voting as a single class to comply with certain other agreements in the Indenture or the Debentures; (v) default under certain other agreements relating to indebtedness of the Company which default results in the acceleration of such indebtedness prior to its express maturity; or (vi) certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a its Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare Debentures, by written notice to the principal ofCompany (and to the Trustee if given by the Holders) may, and accrued and unpaid interestthe Trustee at the request of such Holders shall, if any, on, declare all outstanding Notes the Debentures to be due and payable. Notwithstanding the foregoing, in the case of an Event if Default arising from certain events of bankruptcy or insolvency, all outstanding Debentures will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes Debentures except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes Debentures may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes Debentures notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Debentures then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Debentures waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)Debentures. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In This Note and the case other Notes have the Events of Default as set forth in Section 6.01 of the Indenture. If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any (other than an Event of Default with respect to specified in sub-clauses (viii) or (ix) of Section 6.01(a) of the Notes Indenture) occurs and is continuing, the Trustee or the registered Holders of at least 25not less than 30% in aggregate principal amount of the then-Notes then outstanding Notes may declare by written notice to the principal ofIssuers and the Parent Guarantor (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare this Note and the other Notes, and any Additional Amounts and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in this Note and the other Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or Indenture, this Note and the other Notes except as provided in the Indenture and subject to the Intercreditor Agreement and any Additional Intercreditor Agreement. The Trustee may refuse to enforce the Indenture, this Note or the other Notes unless it receives security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitations set forth in and the IndentureIntercreditor Agreement (and any Additional Intercreditor Agreement), the Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interestpower. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, may rescind an any acceleration and its consequences under consequence if the Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment have been cured or waived except nonpayment of principal ofprincipal, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interest that has become due solely because of such acceleration. The Company above description of Events of Default and remedies is required to deliver qualified by reference, and subject in its entirety, to the Trustee annually an Officers’ Certificate regarding compliance with provisions of the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the case Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest, if any, on, interest on all the outstanding Notes to shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes of all affected series may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes of the affected series (voting as a single class) by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes of such series waive any existing Default or and its consequences under the Indenture with respect to such series of Notes except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)of such series held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within 30 Business Days after becoming aware of any Default or Event with respect to this series of DefaultNotes, to deliver to the Trustee a written statement specifying such Default and what action the Issuer proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or Event be valid or obligatory for any purpose until authenticated by the manual signature of Default.the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: Delphi Corporation 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below:

Defaults and Remedies. In The Notes shall have the case Events of Default as set forth in Section 8.01 of the Indenture. Subject to certain limitations in the Indenture, if an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee by notice to the Company or the Holders Noteholders of at least 25% in aggregate principal amount of the then-outstanding Notes by notice to the Company and the Trustee may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, Notes shall become due and payable immediately without further action or notice. Holders Upon acceleration as described in either of the preceding sentences, the subordination provisions of the Indenture preclude any payment being made to Noteholders for at least 5 Business Days after holders of Senior Debt receive notice of such acceleration except as otherwise provided in the Indenture. The Noteholders of a majority in principal amount of the Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders Noteholders of a majority in aggregate principal amount of the then-outstanding Notes issued under the Indenture may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available trust or power. The Company must furnish compliance certificates to the Trustee or exercising any trust or power conferred on itannually. The Trustee may withhold from Holders above description of the Notes notice of any continuing Default or Event Events of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, onand remedies is qualified by reference to, and interestsubject in its entirety by, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default more complete description thereof contained in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Under the case Indenture, Events of Default include (i) a failure by the Company to repurchase Notes of such series tendered for repurchase following the occurrence of a Change of Control Repurchase Event in conformity with Paragraph 8 hereto and Section 5.03 of the Supplemental Indenture, (ii) a default in any payment of interest on any Note when due, continued for 30 days, (iii) a default in the payment of principal of (or premium, if any) on any Note when due at its Maturity, (iv) a default in the deposit of any sinking fund payment, when and as due by the terms of the Note and continuance of such default for a period of 30 days, (v) a default by the Company in the performance, or breach, of any covenant or warranty contained in the Indenture for 90 days after notice, (vi) certain events of bankruptcy, insolvency or reorganization of the Company. If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in not opposed to their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the 2017 B Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the 2017 B Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the 2017 B Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-2017 B Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration 2017 B Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium, if any, onor the principal of, or interest, if any, on, any of the 2017 B Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In Under the case of an Event Indenture, Events of Default arising from include (a) default for 30 days in payment of interest on the Notes; (b) default in payment of principal on the Notes when due; (c) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (d) certain accelerations of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $30.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company, Company and any Restricted Subsidiary Subsidiaries; (f) certain judgments or decrees for the payment of the Company that is a Significant Subsidiary or any group money in excess of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, $30.0 million; and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice(g) certain defaults with respect to Guarantees. If any other an Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. 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 Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Definitive Registered Senior Notes have the case of an Event Events of Default arising from as set forth in Section 6.01 (Events of Default) of the Indenture. If certain Events of Default occur and are continuing, the Required Holders of at least 25% (or, in certain cases, at least 35%) in aggregate principal amount of the Senior Notes then Outstanding, subject to certain limitations, may declare all the Senior Notes to be due and payable immediately. Certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary Issuer are Events of Default and shall result in the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Senior Notes will become being due and payable immediately without further action or noticeupon the occurrence of such Events of Default. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Definitive Registered Senior Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the such Definitive Registered Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Definitive Registered Senior Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations set forth in limitations, the Indenture, Required Holders of a majority in aggregate principal amount of the then-outstanding Senior Notes then Outstanding may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the then-outstanding Senior Notes then Outstanding by written notice to the Trustee may, on behalf may rescind a declaration of acceleration if the rescission is prior to a judgment or decree for payment and if all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event Events of Default have been cured or waived except nonpayment of principal and interest that have become due solely because of the acceleration. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of If an Event of Default arising from occurs (other than an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs ) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes Notes, in each case, by notice to the Company, may declare the principal of, and accrued and unpaid interestpremium, if any, on, and accrued but unpaid interest on all outstanding the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest on all the Notes shall become immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may not rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the Indenture. Subject outstanding Notes have requested the Trustee in writing to certain limitations set forth in pursue the Indentureremedy, (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount of the then-outstanding Notes may have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee may withhold from Holders of determines is unduly prejudicial to the Notes notice rights of any continuing Default other Holder or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to would involve the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences in personal liability. Prior to taking any action under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. In the case of an An Event of Default arising from includes the occurrence of any or the following: default in payment of the principal of or any premium on the Securities; default for 30 days in payment of interest; failure by the Company for 90 days after notice to it to comply with any of its other agreements in the Indenture or the Securities; any indebtedness under any bonds, debentures, notes or other evidences of indebtedness for money borrowed, or any guarantee thereof, by the Company or any of its Significant Subsidiaries, in an aggregate principal amount in excess of $50 million is not paid when due either at its stated maturity or upon acceleration thereof, and such indebtedness is not discharged, or such acceleration is not rescinded or annulled within a period of 30 days after notice as provided in Section 6.01 of the Indenture; and certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or noticeinsolvency. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-Securities then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes Securities to be due and payable immediatelypayable, subject to certain limitations contained in the Indenture. Holders may not enforce the Indenture or the Notes 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 set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-Securities then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interests. The Company is required to deliver must furnish an annual compliance certificate to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of DefaultTrustee.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) of the Indenture with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in limitations, the Indenture, Required Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In Events of Default are set forth in the case of an Indenture. If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal ofNotes to be due and payable immediately. Notwithstanding the foregoing, and accrued and unpaid interestin the case of an Event of Default covered by Section 6.01(9) of the Indenture with respect to the Company or any of its Significant Subsidiaries or any group of Subsidiaries that, if anytaken as a whole, onwould constitute a Significant Subsidiary, all outstanding Notes to be will become due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, or interest, if any, on, and interest on the Notes (including in connection with an offer to purchase any NotesAsset Sale Offer or Change of Control Offer). The Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) is required to deliver to the Trustee annually Trustee, within 90 days after the end of each fiscal year, an Officers’ ' Certificate regarding compliance stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is requiredtaking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto, and so long as any of the Notes are outstanding, the Company is required upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement an Officers' Certificate specifying such Default or Event of DefaultDefault and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (6) or (7) of Section 6.01 of the Indenture) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then-outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events under clause (6) or (7) of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary Section 6.01 of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, (with a copy to the Issuer; provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture (except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes held by a non-consenting Holder) (including in connection with an offer Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to purchase the Notes and its consequences under the Indenture (except if such rescission would conflict with any Notesjudgment of a court of competent jurisdiction). The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within twenty (20) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default and what action the Issuer is taking or Event of Defaultproposes to take with respect thereto, unless such Default has been cured.

Defaults and Remedies. In Events of Default are set forth in the case of Indenture. Subject to certain limitations in the Indenture, if an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in Section 6.01(6) or insolvency (7) of the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes ) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then-outstanding Notes may, by written notice to the Trustee and the Company, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all principal of and accrued interest on all Notes to be immediately due and payable; PROVIDED, HOWEVER, that after such acceleration but before judgment or decree based on such acceleration is obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes may declare rescind and annul such acceleration and its consequences if all existing Events of Default, other than the nonpayment of principal, premium or interest that has become due solely because of the acceleration, have been cured or waived and if the rescission would not conflict with any judgment or decree. If an Event of Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect to the Company, the principal of, amount of and accrued and unpaid interest, if any, interest on, all outstanding Notes to shall IPSO FACTO become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultinterests.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01(a) of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may by notice to the Issuer declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under each of the Senior Credit Facilities. 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 Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (3) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes and (4) certain events of bankruptcy or insolvency with respect to the Company. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Holders of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofprincipal, premium, if any, on, interest or interest, if any, on, premium on the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case If any Event of Default (other than an Event of Default arising from certain events specified under Section 6.01(a)(viii) or (ix) of bankruptcy or insolvency the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare the principal ofmay, and accrued and unpaid interestthe Trustee at the request of such Holders shall, if any, on, declare all outstanding the Notes to be due and payable immediately. In the case of any Event of Default arising from the events specified in Section 6.01(a)(ix) or (x) of the Indenture with respect to the Company or any Subsidiary Guarantor occurs, the principal of, premium, if any, and accrued and unpaid interest on all outstanding Notes shall ipso facto become immediately due and payable without further action or Notice. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may not rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes except as provided unless (1) the Holder gives to the Trustee notice of a continuing Event of Default; (2) the Holders of at least 25% in principal amount of the Indenture. Subject then outstanding Notes make a request to certain limitations set forth in the IndentureTrustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in aggregate principal amount of the then-then outstanding Notes do not give the Trustee a direction inconsistent with the request. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itit by the Indenture. The However, the Trustee may withhold from Holders of the Notes notice of refuse to follow any continuing Default direction that conflicts with law or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and that the Company is required, upon becoming aware of any Default or Event of Default, to deliver Trustee determines may be unduly prejudicial to the rights of other Holders, or would involve the Trustee a written statement specifying such Default or Event of Defaultin personal liability.

Defaults and Remedies. In the case of an If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding 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, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, principal or interest or premium, if any, on, and interest, if any, on the Notes,) if it determines that withholding notice is in to their interestbenefit. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium, if any, on, or interest, if any, onthe principal of, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the case Notes are defined in Section 6.01 of the Indenture. If an Event of Default arising from certain events (other than as specified in Section 6.01(a)(7) or (8) of bankruptcy or insolvency the Indenture) shall occur and be continuing with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuingthis Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the then-outstanding Notes may declare the all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately by notice in writing to the Company (with a copy to the Trustee if notice is provided by the Holders of the Notes) specifying the Event of Default. If an Event of Default specified in Section 6.01(a)(7) or (8) of the Indenture occurs and is continuing, then all outstanding Notes shall become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, on, all outstanding to the date the Notes to be become due and payable immediatelypayable, without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders Except in the case of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, onor interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and interest, if any, on the Notes) if it so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, waive, rescind an acceleration or cancel any existing Default or Event of Default and its consequences under the Indenture hereunder if such waiver, rescission or cancellation would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premiumpremium on, if any, on, or interest, if any, onon the Notes; provided, however, that the Holders of a majority in aggregate principal amount of the then-outstanding Notes (may rescind an acceleration and its consequences, including in connection with an offer to purchase any Notes)related payment default that resulted from such acceleration. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon becoming required within 30 days after an Officer of the Company becomes aware of any Default or Event of Default, to deliver to the Trustee a written statement an Officer’s Certificate specifying such Default or Event of DefaultDefault (unless such Default or Event of Default has been cured or waived within such 30-day time period) and any actions being taken by the Company and the Guarantors with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than as specified in Section 6.01(8) or 6.01(9) of the Indenture with respect to the Issuers) shall occur and be continuing with respect to the Indenture, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding may, and the Trustee at the request of such Holders shall, declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuers (and to the Trustee if given by the holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy as specified in Section 6.01(8) or insolvency 6.01(9), with respect to the CompanyIssuers occurs and is continuing, any Restricted Subsidiary then all the Notes shall automatically become and be due and payable immediately in an amount equal to the principal amount of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company thatNotes, taken together, would constitute a Significant Subsidiary, the principal of, and together with accrued and unpaid interest, if any, on, all outstanding to the date the Notes will become due and payable immediately payable, without further action any declaration or notice. If any other Event act on the part of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediatelyany holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company is Issuers and each Guarantor are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediatelyimmediately by notice in writing to the Company specifying the Event of Default; provided, however, that a Default under Section 6.01(d) of the Indenture shall not constitute an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company and the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium, if any, on, and interest, if any, on the Notes) if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of principal ofinterest on, premium, if any, on, or interest, if any, onthe principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes (including in connection with may rescind an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indentureacceleration and its consequences, and the Company is required, upon becoming aware of any except a Default or Event of DefaultDefault in the payment of the principal of, to deliver to the Trustee or premium (if any) or interest on, a written statement specifying such Default or Event of DefaultNote.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization specified in the Indenture with respect to the CompanyParent Guarantor, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate * Not to be included for Exchange Notes. principal amount of the then-then outstanding Notes may declare the all unpaid principal of, and accrued and unpaid interestpremium, if any, on, and accrued interest on all outstanding Notes to be due and payable immediately. Holders may not enforce , by a notice in writing to the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method Company (and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising if given by the Holders of the Notes) and upon any trust or power conferred on itsuch declaration, such principal, premium, if any, and interest shall become due and payable immediately. 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, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the then-Notes outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all the Holders, rescind an acceleration outstanding Notes waive any past Default and its consequences under the Indenture except a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, on, or interest, if any, on, interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes (including except as provided in connection with an offer the Indenture. Subject to purchase certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any Notes)trust or power conferred on it. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization specified in the Indenture with respect to the CompanyParent Guarantor, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in * Not to be included for Exchange Notes. aggregate principal amount of the then-then outstanding Notes may declare the all unpaid principal of, and accrued and unpaid interestpremium, if any, on, and accrued interest on all outstanding Notes to be due and payable immediately. Holders may not enforce , by a notice in writing to the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method Company (and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising if given by the Holders of the Notes) and upon any trust or power conferred on itsuch declaration, such principal, premium, if any, and interest shall become due and payable immediately. 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, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the then-Notes outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all the Holders, rescind an acceleration outstanding Notes waive any past Default and its consequences under the Indenture except a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, on, or interest, if any, on, interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes (including except as provided in connection with an offer the Indenture. Subject to purchase certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any Notes)trust or power conferred on it. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In If any Event of Default set forth in the Indenture 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 immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization described in the Indenture with respect to the Company or the Operating Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, of or interest, if any, on, premium or interest on the Notes (including in connection with an offer to purchase any Notes)and except for provisions requiring the consent of each affected Holder under Section 10.02 of the Indenture. The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary specified in clause (9) or (10) of Section 601 of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onSupplemental Indenture, all outstanding Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding then Outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediatelyimmediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding then Outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and premium or interest, if any, on the Notes) if it and so long as the Trustee in good faith determines that withholding the notice is in their interest. The the interests of the Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, upon within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default. The Holders of a majority in aggregate principal amount of the Notes then Outstanding may on behalf of the Holders of all of the Notes waive any past default and its consequences under the Indenture, except a default in the payment of interest or any premium on, or the principal of, the Notes and except as provided in Section 613(2) of the Supplemental Indenture. The Holders of a majority in aggregate principal amount of the then Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, or that may involve the Trustee in personal liability, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Defaults and Remedies. In The Events of Default relating to the 2017 A Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the 2017 A Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the 2017 A Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-2017 A Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration 2017 A Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium, if any, onor the principal of, or interest, if any, on, any of the 2017 A Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case If any Event of Default (other than an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or reorganization of the Obligor) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued thereon, to be immediately due and payable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Obligor occurs, then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes, to the fullest extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the Outstanding Senior Notes may rescind any such acceleration with respect to the CompanySenior Notes and its consequences. No Holder of this Senior Note may institute any action, any Restricted Subsidiary unless and until: (i) such Holder has given the Trustee written notice of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other continuing Event of Default with respect to the Notes occurs and is continuing, the Trustee or Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the then-outstanding Outstanding Senior Notes may declare have made a written request to the principal ofTrustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such indemnity or security satisfactory to the Trustee against the losses, costs, expenses and accrued and unpaid interest, if any, on, all outstanding Notes liabilities to be due incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice, request and payable immediately. Holders may not enforce offer of indemnity; and (v) no inconsistent direction has been given to the Indenture or Trustee during such 60-day period by the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Outstanding Senior Notes. These limitations do not apply to a suit instituted by a Holder of any Senior Notes may direct the time, method and place for enforcement of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders payment of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principalprincipal of, and premium, if any, or interest on, and interest, if any, such Senior Notes on or after the respective due dates expressed in such Senior Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any 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 immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company, any Restricted Subsidiary reorganization described in Section 6.01(h) or 6.01(i) of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default as provided in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)Indenture. The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In Events of Default are set forth in the case of an Indenture. If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding 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 immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the IndentureIndenture and the Collateral Documents, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Required Holders of at least 30% in aggregate principal amount of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes of the affected series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Required Holders of a majority in aggregate principal amount of the then-outstanding Notes Required Debt may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interestAdditional Interest, if any, on the Notesor interest) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the then-outstanding Notes Required Debt by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Required Debt waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase principal of any Notes)Note held by a non-consenting Holder. The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interestAdditional Interest, if any, on the Notesor interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, or interestAdditional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (including in connection provided such rescission would not conflict with an offer to purchase any Notesjudgment of a court of competent jurisdiction). The Company Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. In the case of If an Event of Default arising from (other than certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event Events of Default with respect to the Issuer, the Guarantor or any material subsidiary of the Issuer) under the Indenture occurs with respect to the Notes occurs and is continuing, then the Trustee or may and, at the direction of the Holders of at least 25% in aggregate principal amount of all of the then-outstanding Notes may declare Outstanding Securities of all series affected (voting together as a single class), shall by written notice, require the Issuer to repay immediately the entire principal ofamount of all of the Outstanding Securities of all series affected, and together with all accrued and unpaid interestinterest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer, onthe Guarantor or any material subsidiary of the Issuer occurs and is continuing, then the entire principal amount of all outstanding Notes to be of the Outstanding Securities (including the Notes) will automatically become due immediately and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture or Indenture, the Notes or related Guarantees except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture, the Notes or related Guarantees unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitations set forth in the Indenturetherein provided, Holders of a majority in aggregate principal amount of all of the then-outstanding Notes may Outstanding Securities of all series affected (voting together as a single class) to direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any certain continuing Default defaults or Event Events of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the case Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. If an Event of Default arising from certain events of bankruptcy or insolvency occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest, if any, on, interest on all the outstanding Notes to shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes of all affected series may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes of the affected series (voting as a single class) by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes of such series waive any existing Default or and its consequences under the Indenture with respect to such series of Notes except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)of such series held by a non-consenting Holder. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon required within 30 Business Days after becoming aware of any Default or Event with respect to this series of DefaultNotes, to deliver to the Trustee a written statement specifying such Default and what action the Company proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or Event be valid or obligatory for any purpose until authenticated by the manual signature of Default.the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address: Delphi Automotive PLC 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below:

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Required Holders of at least 30% in aggregate principal amount of the then outstanding Required Debt may declare the principal of and premium, if any, interest (including Additional Interest, if any) and any other monetary obligations on all the then outstanding 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, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the all principal of, and accrued and unpaid interestpremium, if any, interest (including Additional Interest, if any) and any other monetary obligations on, all the then outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Required Holders of a majority in aggregate principal amount of the then-then outstanding Notes Required Debt may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interestor interest (including Additional Interest, if any, on the Notes)) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the then-then outstanding Notes Required Debt by notice to the Trustee may, may on behalf of the Required Holders of all of the Holders, rescind an acceleration Required Debt waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, or premium, if any, on, or interestinterest (including Additional Interest, if any, ) on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company EFIH is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company EFIH is required, upon required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action EFIH proposes to take with respect thereto.

Defaults and Remedies. In the case of an Event of Default Default, as defined in the Indenture, arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a its Significant Subsidiary Subsidiaries or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notesprincipal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, premium, the Notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if any, on, or interest, if any, on, it then had elected to redeem the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver pursuant to the Trustee annually an Officers’ Certificate regarding compliance with 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 during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company is requiredwith the intention of avoiding the prohibition on redemption of the Notes, upon becoming aware of any Default or Event of Default, to deliver then the premium specified in the Indenture shall also become immediately due and payable to the Trustee a written statement specifying such Default or Event extent permitted by law upon the acceleration of Defaultthe Notes.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (6) or (7) of Section 6.01 of the Indenture) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then-outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events under clause (6) or (7) of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary Section 6.01 of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, (with a copy to the Issuer; provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture (except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes held by a non-consenting Holder) (including in connection with an offer Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to purchase the Notes and its consequences under the Indenture (except if such rescission would conflict with any Notesjudgment of a court of competent jurisdiction). The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within twenty (20) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default and what action the Issuer is taking or Event of Defaultproposes to take with respect thereto, unless such Default has been cured.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 2535% in aggregate principal amount of the then-then outstanding Notes (with a copy to the Trustee) may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Company is required to deliver to the Trustee annually an Officers’ Officer’s Certificate regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Notes are subject to certain Events of Default as provided in the Indenture. If any 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 immediately. Notwithstanding the preceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company, any Restricted Subsidiary reorganization described in Section 6.01(i) or 6.01(j) of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, on, of or interest, if any, on, interest or premium on the Notes (including in connection with an offer to purchase any Notes). The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, Issuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default, its status and the action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. In the case of If an Event of Default arising from occurs (other than an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company, any Restricted Subsidiary reorganization of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then-outstanding Notes Notes, in each case, by notice to the Issuer and Holdings, may declare the principal Accreted Value of, and accrued and unpaid interestpremium, if any, on, and accrued but unpaid interest on all outstanding the Notes to be due and payable immediatelypayable. Holders may not enforce If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Indenture or Issuer occurs, the Accreted Value of, premium, if any, and interest on all the Notes except as provided in shall become immediately due and payable without any declaration or other act on the Indenturepart of the Trustee or any Holders. Subject to Under certain limitations set forth in circumstances, the Indenture, Holders of a majority in aggregate principal amount at maturity of the then-outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of Accreted Value, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in aggregate principal amount at maturity of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or of exercising any trust or power conferred on itthe Trustee. The Trustee Trustee, however, may withhold from Holders of the Notes notice of refuse to follow any continuing Default direction that conflicts with law or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event or, subject to Section 7.01 of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and that the Company Trustee determines is required, upon becoming aware unduly prejudicial to the rights of any Default other Holder or Event of Default, to deliver to that would involve the Trustee a written statement specifying in personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such Default or Event of Defaultaction.

Defaults and Remedies. In the case of an If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal ofNotes and any remaining Escrowed Interest to be due and payable. Notwithstanding the foregoing, and accrued and unpaid interest, if any, onin the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes to be plus any remaining LC Amount will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the principal of, and accrued and unpaid interest, if any, on, all outstanding 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 Issuers, all outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interestpower. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the HoldersNotes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premiuminterest or premium or Additional Interest, if any, on, or interest, if any, onthe principal of, the Notes (including in connection with an offer to purchase any Notes). The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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 relating to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within ten Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Series A Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Series A Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Series A Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Series A Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Series A Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Series A Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Series A Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium, if any, onor the principal of, or interest, if any, on, any of the Series A Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In Events of Default are set forth in the case of Indenture. Subject to certain limitations in the Indenture, if an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in Section 6.01(6) or insolvency (7) of the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary Mosaic, Xxxxxxx Fertilizer, LLC or any group of Restricted their respective Significant Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes that are Guarantors) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least not less than 25% in aggregate of the principal amount of the then-outstanding Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of, of and any accrued and unpaid interestinterest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, if any, on, all outstanding anything in this Indenture or in the Notes to be the contrary notwithstanding. If an Event of Default specified in Section 6.01(6) or (7) of the Indenture occurs with respect to the Company, Mosaic, Xxxxxxx Fertilizer, LLC or any of their respective Significant Subsidiaries that are Guarantors, then the principal of and any accrued and unpaid interest on all of the Notes shall immediately become due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in payment of principal, premium, if any, on, and interest, if any, or interest on the NotesNotes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their interestbest interests. ATTACHMENT B OFFICERS’ CERTIFICATE Reference is made to that certain Supplemental Indenture (the “Supplemental Indenture”) dated as of , 2004 among IMC Global Inc. (the “Company”), The Mosaic Company, Xxxxxxx Fertilizer, LLC and The Bank of New York, as Trustee, to the Indenture (such Indenture, as supplemented or amended from time to time, the “Indenture”) dated as of May 17, 2001 among the Company, the Guarantors named therein and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. The Holders of a majority in aggregate principal amount undersigned, , the of the then-outstanding Notes by notice to the Trustee mayCompany, on behalf of all the Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)of the Company, hereby certify that the Operative Date has occurred as of the date hereof. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the IndentureIN WITNESS WHEREOF, and the Company is required, upon becoming aware we have hereunto signed our names this day of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.2004. By: Name: Title: By: Name: Title:

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIssuer, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are set forth in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may, subject to certain conditions and limitations set forth in the Indenture, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 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 described in the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, onIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to Designated Senior Debt is outstanding, the Company may only pay amounts due on the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount if otherwise permitted under Article 13 of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediatelyIndenture. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the IndentureIndenture or the Trust Indenture Act. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing or past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)other than nonpayment of principal or interest that has become due solely because of acceleration) held by a non-consenting Holder. The Company and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon required after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Company proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the case Notes are defined in Section 6.01 of an the Indenture. If any Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes by notice to the Issuer may declare the principal of, and accrued and unpaid interestpremium, if any, on, and accrued but unpaid interest on all the then outstanding 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 of the Issuer, the principal of, premium, if any, and interest on all the then outstanding Notes shall ipso facto become and be immediately due and payable immediatelywithout any declaration or other act on the part of the Trustee or any Holders. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and any or interest, if any, on the Notes) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided that subject to Section 6.02 of the Indenture, that the Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, may rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the consequences, including any related payment of principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)default that resulted from such acceleration. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is requiredrequired to deliver to the Trustee, upon becoming aware within 30 days after the occurrence of a Default, written notice in the form of an Officer’s Certificate of any Default event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to deliver to the Trustee a written statement specifying such Default or Event of Defaulttake with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee and the Collateral Agent annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon after becoming aware of any Default or Event of Default, to deliver to the Trustee and the Collateral Agent a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately, subject to each limitation set forth in 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 Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, any of the Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company is Issuers are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization specified in the Indenture with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare the all unpaid principal of, and accrued and unpaid interest, if any, on, on all outstanding Notes to be due and payable immediately. Holders may not enforce , by a notice in writing to the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method Company (and place of conducting any proceeding for exercising any remedy available to the Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or exercising any trust or power conferred on itto the Holders, more than two years prior to such notice of Default. 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, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the then-Notes outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all outstanding Notes waive any past Default or Event of Default under the Holders, rescind an acceleration Indenture and its consequences under the Indenture except a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, on, or interest, if any, on, interest on any Note (which may only be waived with the consent of each Holder affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes (including except as provided in connection with an offer the Indenture. Subject to purchase certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any Notes)trust or power conferred on it. The Company is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Company is required, required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In The Events of Default relating to the Series B Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Series B Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Series B Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Series B Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Series B Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Series B Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Series B Notes waive any existing Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium, if any, onor the principal of, or interest, if any, on, any of the Series B Notes (including in connection with an offer to purchase any Notes)held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within five (5) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Defaultand what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes may declare the principal of, premium, if any, and interest on all of the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, oninsolvency, all outstanding Notes will become due and payable immediately without further action any declaration or notice. If any other Event act on the part of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediatelyany Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interestpower. The Holders of a majority in aggregate principal amount of the then-then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration and its consequences Notes waive any existing Default or Event of Default under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, the Notes any Note held by a non-consenting Holder (including in connection with an offer to purchase any NotesAsset Sale Offer or a Change of Control Offer). The Company Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of DefaultDefault and the status thereof.

Defaults and Remedies. In The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer) occurs under the Indenture and is continuing, the Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then total outstanding Notes) or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant SubsidiaryIssuer, the principal of, and accrued and but unpaid interest, if any, on, all the then outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations set forth in the Indenturelimitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place Trustee in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on itpower. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (Default, except a Default or Event of Default relating to the payment of principal, premium, if any, on, and principal or interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by notice to the Trustee may, may on behalf of the Holders of all of the Holders, rescind an acceleration Notes waive any existing Default or Event of Default and its consequences under the Indenture except except, a continuing Default or Event of Default in the payment of the interest on or the principal of, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase of any Notes)Note held by a non-consenting Holder. The Company Issuer is required to deliver to the Trustee annually an Officers’ Certificate a statement regarding compliance with the Indenture, and the Company Issuer is required, upon required within 30 days after becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. In This Note and the case other Notes have the Events of Default as set forth in Section 6.01 of the Indenture. If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any (other than an Event of Default with respect to specified in Section 6.01(a)(viii) or (ix) of the Notes Indenture) occurs and is continuing, the Trustee or the registered Holders of at least 25not less than 30% in aggregate principal amount of the then-Notes then outstanding Notes may declare by written notice to the principal ofIssuer (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare this Note and the other Notes, and any Additional Amounts and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in this Note and the other Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture Indenture, this Note, the other Notes or the Notes Security Documents except as provided in the Indenture. The Trustee and the Security Agent may refuse to enforce the Indenture, this Note or the other Notes unless it receives security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitations set forth in limitations, the Indenture, Holders of a majority in aggregate principal amount of the then-outstanding Notes may direct the time, method Trustee and place the Security Agent in its exercise of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interestpower. The Holders of a majority in aggregate principal amount of the then-Notes then outstanding Notes by written notice to the Trustee may, on behalf of all the Holders, may rescind an any acceleration and its consequences under consequence if the Indenture except a continuing Default rescission would not conflict with any judgment or Event decree and if all existing Events of Default in the payment have been cured or waived except nonpayment of principal ofprincipal, premium, if any, on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes)interest that has become due solely because of such acceleration. The Company above description of Events of Default and remedies is required to deliver qualified by reference, and subject in its entirety, to the Trustee annually an Officers’ Certificate regarding compliance with provisions of the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.