Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in clauses (v) or (vi) in the second preceding paragraph above occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Notes; the (ii) default in the payment when due (at fixed maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the (iii) failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Company Indenture or to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Company Indenture; (v) failure by Targa Resources or any of the its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes or the Note Guarantees; the failure (vi) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Targa Resources Partners or any of its Restricted SubsidiarySubsidiaries, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its such Guarantor’s Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyFinance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium onor Liquidated Damages, if any, on, or interest onthe principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 50.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which its Significant Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; and (vii) with respect to any Collateral having a Significant Subsidiary; fair market value in excess of $50 million, individually or except as permitted by in the Indenture aggregate, unless such Collateral has been released from the Liens in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect to such Collateral under any Security Document or the Note Guarantees, any Note Guarantee Intercreditor Agreement shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason fail to be in full force and effect, for any reason, and such failure should continue for 60 days or (y) the assertion by the Company or any Restricted Subsidiary Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or any Person acting on behalf the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Company or any Restricted Subsidiary shall deny or disaffirm then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuingHolders may not enforce the Indenture, the Trustee Security Documents, the Intercreditor Agreement or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture, the Security Documents and payable immediatelythe Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (a) a Default in any of the following events: the default for 30 days in payment when due of interest on any Note of such series when the Notessame becomes due and payable occurs, and such default continues for a period of 30 days; (b) a Default in the default in payment when due of the principal of or premium, if any, on any Note of such series when the Notessame becomes due and payable at its Stated Maturity occurs, upon optional redemption or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by (c) the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) guarantor fails to comply with any of its other agreements in the IndentureNotes, Notes the Indenture or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness guarantee of the Company Notes, as applicable (other than those referred to in (a) or (b) above) and such failure continues for 90 days after the notice specified below; (d) any Restricted Subsidiaryguarantee with respect to the Notes ceases for any reason to be, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt asserted by the Company or such Restricted Subsidiary of notice of the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any such accelerationguarantee of the Notes; and (e) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to involving the Company or any Restricted Subsidiary that guarantor. A Default with respect to Notes of a series under clause (c) above is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of not an Event of Default arising from certain events of bankruptcy or insolvency, with respect until the Trustee (by written notice to the Company, any Restricted Subsidiary that is a Significant Subsidiary ) or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes of such series (by written notice to the Company and the Trustee) gives notice of the Default and the Company does not cure such Default within the time specified in said clause (c) after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default occurs and is continuing with respect to Notes of this series, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes of this series may declare all the Notes of this series to be due and payable immediately. Certain events of bankruptcy or insolvency involving the Company are Events of Default which will result in the Notes of this series being due and payable immediately upon the occurrence of such Events of Default. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the in payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right it in good faith determines that withholding notice is not opposed to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notestheir interest.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the , (iii) failure by the Company to comply with purchase the Notes when required pursuant to Section 4.17 4.10 or 4.15 of the IndentureIndenture or otherwise as required pursuant to the Indenture or Notes; the (iv) failure by the Company or any of the its Restricted Subsidiaries for 60 30 days after written notice from the Trustee or Holders the holders of not less than at least 25% of the in outstanding aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, the Notes or the Note GuaranteesSecurity Documents; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 30 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that would constitute a Significant Subsidiary that is or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (viii) the repudiation by the Company or any of its Restricted Subsidiaries or the unenforceability of the Security Documents if such breach, repudiation or unenforceability relates to Collateral having an aggregate Fair Market Value of $50.0 million or more and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice Notes is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default under clauses (3) through (8) of the Section 6.01(a) of the Indenture, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to include: (i) the Notes occurs upon the occurrence of any of the following events: the default Company defaults for 30 days in the payment when due of interest on on, or Liquidated Damages with respect to, the NotesNotes whether or not prohibited by the subordination provisions of the Indenture; (ii) the default Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the failure Notes (including, but not limited to, amounts due in connection with Mandatory Redemption), whether or not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; the failure by , (iii) the Company or any of its Subsidiaries fails to comply with the Restricted provisions of Section 4.10 (other than the requirement that the resolution of the Board of Directors pursuant to clause (2) of the first paragraph of Section 4.10 be set forth in an Officers' Certificate delivered to the Trustee, with respect to which the Event of Default described in clause (5) of the paragraph will apply), 4.15 or 5.01 of the Indenture; (iv) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.07 or 4.09 of the Indenture such failure continues for 30 days; (v) the Company or any of its Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes voting as a single class; (including Additional Notes, if anyvi) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at certain final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by judgments against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or Company, any Restricted Subsidiary that is a Significant Subsidiary; Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Liquidated Damages) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, premium onthe Notes; provided, if anyhowever, that at any time after a declaration of acceleration under the Indenture, but before a judgment or interest ondecree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may rescind such declaration and its consequences given certain circumstances as provided in the Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Special Interest, if any, on any of the Notes; the (ii) default in the payment when due of the principal of or premium, if any, on any of the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the , (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any Section 3.09, 4.10, 4.15 or 4.19 of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary of its Subsidiaries to observe or perform any other agreement in the Indenture or the Security Documents for 30 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default under certain other agreements relating to Indebtedness of the Company and its Subsidiaries which default is caused by the failure to pay principal of, or interest or premium, if any, on, such Indebtedness, or results in the acceleration of such Indebtedness prior to its express maturity; (vi) final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided the aggregate amount of such judgments exceeds $25.0 million (excluding those covered by insurance); certain events (vii) the repudiation of bankruptcy or insolvency with respect to the Security Documents by the Company or any Restricted Subsidiary that is a Significant SubsidiaryGuarantor or the unenforceability of the Security Documents under certain circumstances; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under such Guarantor's Subsidiary Guarantee; (ix) the breach by any Person (other than the Company and its Note Guarantee. In Subsidiaries) of its obligations under, or the case of an Event of Default arising from termination or failure to be in full force of, a Major Project Document, unless such breach when taken together with all other such breaches would not be materially adverse to the Company and its Subsidiaries taken as a whole; and (x) certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeSubsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediatelywithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture and the Collateral Trust Agreement. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Special Interest, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, ) if it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium onor premium, if any, or interest or Special Interest, if any, on, the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Liquidated Damages, if any, with respect to the Notes; the (ii) default in the payment when due (at stated maturity, upon redemption or otherwise) of the principal of of, or premium, if any, on the Notes; the (iii) failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Company Indenture or to comply with Section 4.17 5.01 of the Indenture; the (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Company Indenture; (v) failure by Targa Resources or any of the its Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its the other agreements in the Indenture, Notes or the Note Guarantees; the failure (vi) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Targa Resources Partners or any of its Restricted SubsidiarySubsidiaries, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its such Guarantor’s Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyFinance Corp., Targa Resources Partners or any Restricted Subsidiary of Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal ofprincipal, interest or premium onor Liquidated Damages, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium onor Liquidated Damages, if any, on, or interest onthe principal of, the Notes. The Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Events of Default include: (i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise, (iii) the failure of the Company or any Guarantor to comply with any covenant or agreement contained in the Indenture, which default continues for a period of 90 days after the Company receives a written notice specifying the default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (including any Additional Notes subsequently issued under this Indenture) (except in the case of a default with respect to Section 5.01, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of time requirement); (iv) default under any agreement governing indebtedness of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notesits Significant Subsidiaries, if anythat Default (A) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the is caused by a failure at to pay at final maturity (the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions thereofof time for payment of such indebtedness; or (B) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedindebtedness prior to its express maturity, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if and in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity indebtedness unpaid or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals aggregates $200.0 100.0 million or more at any timeand has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; (v) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by (vi) the Indenture or the Note Guarantees, failure of any Note Guarantee shall be held in by any judicial proceeding to be unenforceable or invalid or shall cease for any reason Significant Subsidiary to be in full force and effect, or effect (other than in accordance with the Company terms of such Note Guarantee and the Indenture) or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing Guarantors denies its obligations liability under its Note GuaranteeGuarantee and such Default continues for 10 days. In Holders may not enforce the case of an Event of Default arising from certain events of bankruptcy Indenture or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, interest or interestSpecial Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ,) if it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. 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 Holdersthe Holders of Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or interest Special Interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon obtaining knowledge of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Each of the following constitutes an Event of Default with respect to the Notes: (i) default in the payment of any installment of interest upon the Notes occurs as and when due and payable, and continuance of such default for a period of 30 days; (ii) default in the payment of all or any part of the principal on any of the Notes as and when the same shall become due and payable either at Stated Maturity, upon any redemption, by declaration or otherwise; (iii) default in the performance, or breach, of any covenant or agreement of the Issuer or the Guarantor in respect of the Notes (other than a covenant or agreement in respect of the Notes a default in the performance of which or the breach of which is elsewhere in this Section is specifically dealt with) and continuance of such default or breach for a period of 60 days (or 180 days in the case of a Reporting Failure) after there has been given to the Issuer and the Guarantor by the Trustee or to the Issuer, the Guarantor and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (iv) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or, if and so long as the Notes are guaranteed by a Guarantor, such Guarantor; (v) any Guarantee ceasing to be in full force and effect (except as otherwise provided in the Indenture), being declared in any judicial proceeding to be null and void, or being denied or disaffirmed by the applicable Guarantor; and (vi) either (1) default in the payment of any Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer after the expiration of any applicable grace period after final maturity or (2) the acceleration of Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer by the holders thereof because of a default and, in either case, the total amount of the Indebtedness unpaid or accelerated exceeds $50 million; provided, however, that the occurrence of any of the following events: events described in clause (iii) above shall not constitute an Event of Default if such occurrence is the default for 30 days result of changes in payment when due generally accepted accounting principles as recognized by the American Institute of interest on Certified Public Accountants at the Notes; date as of which this Indenture is executed and a certificate to such effect is delivered to the default Trustee by the Issuer’s independent public accountants. If any Event of Default, other than one described in payment when due of clause (iv) above, occurs and is continuing, then, unless the principal of or premiumand accrued and unpaid interest on all the Notes shall have already become due and payable, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from either the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with may declare the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which and interest on all the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding Notes to be unenforceable or invalid or shall cease for any reason to be in full force due and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteepayable. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to then in each and every such case, unless the Companyprincipal of and accrued and unpaid interest on all the Notes shall have already become due and payable, any Restricted Subsidiary that is a Significant Subsidiary or any group the principal of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, and interest on all outstanding the Notes will shall become due and payable immediately immediately, without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; determines in good faith that withholding notice is in the Holders’ interests. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, premium onor premium, if any, or interest on, the NotesNotes or an Event of Default relating to a provision of the Indenture that cannot be amended without the consent of each Holder affected thereby. The Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after the occurrence of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under Article IV of the Indenture; , (iv) failure by the Company ---------- to comply for 30 days after notice with any of its obligations under the covenants described under Section 3.9 of the Indenture or under other covenants ----------- specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $10 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, (ix) any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Any of the following eventsevents constitutes an "Event of Default" under the Indenture: (a) default in the payment of principal of (or Redemption Price, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default for 30 days in the payment when due of interest on any Note when the Notessame becomes due and payable, and such default continues for a period of 30 days; the (c) default in payment when due the performance or breach of Article Five of the principal of Indenture or premium, if any, on the Notes; the failure by the Company to comply make or consummate an Offer to Purchase in accordance with Section 4.17 4.11 or Section 4.12 of the Indenture; (d) default in the failure by performance of or breach of any covenant or agreement of the Company in the Indenture or any under the Notes (other than a default specified in clause (a), (b) or (c) above), and such default or breach continues for a period of the Restricted Subsidiaries for 60 30 consecutive days after written notice from by the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then Outstanding: (e) there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness exists on the Effective Date or shall hereafter be created, (I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee may, and at the direction of the Holders of at least 25% in aggregate principal amount of the Notes may then Outstanding shall, declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteespenultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect include: (i) the failure to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of pay interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on any Notes when the Notes; same becomes due and payable if the failure default continues for a period of 30 days (whether or not such payment shall be prohibited by the Company to comply with Section 4.17 Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) except in the case of a default with respect to comply with any Section 5.01 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 50.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which its Significant Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or insolvency any of its Significant Subsidiaries. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company or any Restricted Subsidiary that Company) occurs and is a Significant Subsidiary; or except as permitted by continuing, the Indenture Trustee or the Note Guarantees, any Note Guarantee shall be held Holders of at least 25% in any judicial proceeding principal amount of the then-outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture and payable immediatelythe Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An If an Event of Default with respect to shall occur and be continuing, the principal of all the Notes occurs upon may be declared due and payable in the occurrence of any manner and with the effect provided in the Indenture. Upon payment of the following events: amount of principal so declared due and payable, all obligations of the default for 30 days Company in respect of the payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the NotesNotes shall terminate. Subject to the provisions No Holder of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy thereunderhereunder (except actions for payment of overdue principal of, unless: and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the Trustee of a continuing an Event of Default and the continuance thereto with respect to the Notes, specifying an Event of Default, as required under the Indenture; (ii) the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; (iii) such Holder or Holders offer andhave offered, and if requested, provide provided to the Trustee security or indemnity satisfactory to it against any the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee does not comply with has failed to institute any such request within proceeding for 60 days after its receipt of such notice, request and offer of security or indemnity; and (v) no direction inconsistent with such written request has been given to the Trustee during such 60 60-day period, period by the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with Outstanding Notes, it being understood and intended that no one or more of such written request. The Holders of a majority shall have any right in aggregate principal amount any manner whatever by virtue of, or by availing of, any provision of the then outstanding Notes by written notice Indenture to affect, disturb or prejudice the Trustee may, on behalf rights of all any other of such Holders, rescind an acceleration or waive to obtain or to seek to obtain priority or preference over any existing Default other of such Holders or Event of Default and its consequences to enforce any right under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal of, premium onand premium, if any, or interest onhereon, on or after the Notesrespective due dates expressed herein.

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) on and after the Issue Date: (A) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur): (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guarantee. If an Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of shall occur and be continuing, the principal of or premium, if any, on amount hereof may be declared due and payable in the Notes; manner and with the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements effect provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest or Additional Interest, if any, on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (iv) failure by the Company for 60 30 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with any of its certain other agreements in the Indenture, Notes or the Note GuaranteesNotes; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating for the payment of money in excess of $200.0 million, which judgments 10.0 million in the aggregate that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its such Guarantor's Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal ofinterest on, premium onand Additional Interest, if any, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect include: (i) the failure to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of pay interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on any Notes when the Notes; same becomes due and payable if the failure default continues for a period of 30 days (whether or not such payment shall be prohibited by the Company to comply with Section 4.17 Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described in Section 4.03 of the Indenture) after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes (including Additional Notes, if any) except in the case of a default with respect to comply with any Section 5.01 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedIndebtedness, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect accelerated, aggregates to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 millionits Significant Subsidiaries, which and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; and (vi) certain events of bankruptcy affecting the Company or insolvency any of its Significant Subsidiaries. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company or any Restricted Subsidiary that Company) occurs and is a Significant Subsidiary; or except as permitted by continuing, the Indenture Trustee or the Note Guarantees, any Note Guarantee shall be held Holders of at least 25% in any judicial proceeding principal amount of the then-outstanding Notes may declare all the Notes to be unenforceable or invalid or shall cease for any reason to be due and payable. Notwithstanding the foregoing, in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due except as provided in the Indenture and payable immediatelythe Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Additional Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes outstanding, by written notice to the Trustee Trustee, may, on behalf of the Holders of all Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events specified in clause (11) or (12) of bankruptcy or insolvency, with respect to Section 6.01 of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryIndenture, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default specified in Section 6.01 of the Indenture 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 outstanding Notes to be due and payable immediatelyimmediately in cash, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) of Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, or interest or premium on(including the Applicable Premium), if any, and interest on the Notes. Subject ,) if it determines that withholding notice is to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir benefit. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, interest or premium on(including the Applicable Premium), if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Under the Indenture, an Event of Default with respect includes: (i) the Company fails to pay principal on any Note when due, whether or not prohibited by the Notes occurs upon subordination provisions in the occurrence of Indenture; (ii) the Company fails to pay any of the following events: the default interest on any Note when due if such failure continues for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of days, whether or premium, if any, on the Notes; the failure not prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; (iii) the Company fails to perform any other agreement required of the Company in the Indenture if such failure continues for 60 days after notice is given in accordance with the terms of the Indenture; (iv) the Company fails to pay the purchase price of any Note when due, whether or not prohibited by the subordination provisions of the Indenture; (v) the Company fails to provide timely notice of a Change in Control if such failure continues for 30 days after a Change in Control; (vi) any Indebtedness for money borrowed by the Company or any one of the Restricted Company’s Significant Subsidiaries for 60 (all or substantially all of the outstanding Voting Stock of which are owned, directly or indirectly, by the Company) in an aggregate outstanding principal amount in excess of $10.0 million is not paid at final maturity or upon acceleration and such Indebtedness is not discharged, or such acceleration is not cured or rescinded, within 30 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements as provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity and (giving effect to any applicable grace periods and any extensions thereofvii) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeCompany. In the case of If an Event of Default arising from (other than as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency, with respect to reorganization of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be then outstanding 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, the outstanding Notes shall become due and payable immediately without further notice, 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, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating interests. The Company is required to file periodic reports with the Trustee as to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event absence of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, with respect to the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of or premium, if any, on the NotesNotes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other covenants or agreements in the Indenture (except (i) in the case of a default with respect to Section 5.01 of the Supplemental Indenture, Notes or which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the Note Guaranteeslast paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 500.0 million or more at any time; the failure by (v) the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all outstanding Notes will or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and payable immediately without further action the order or noticedecree remains unstayed and in effect for 60 consecutive days. If any other Event of Default with respect to outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediatelyby 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 be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or ) if it determines that withholding notice is in their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, on, or interest onthe principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indentures, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million20.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Guarantee of the Notes by a Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Guarantor of its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticesuch Guarantee if such Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding applicable Notes may declare all the such 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. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of include (i) a default in any of the following events: the default for 30 days in payment when due of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Notes; the Indenture), continued for 30 days, (ii) a default in the payment of principal of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, whether or not such payment is prohibited by Article 13 of the principal of or premiumIndenture, if any, on the Notes; (iii) the failure by the Company to comply with its obligations under Section 4.17 801 of the Indenture; , (iv) the failure by the Company to comply for 30 days after written notice with any of its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indenture, (vi) the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Significant Subsidiary to pay at final maturity (giving effect to any Indebtedness within any applicable grace periods and period after final maturity or the acceleration of any extensions thereof) such Indebtedness by the stated principal holders thereof because of a default if the total amount of any such Indebtedness unpaid or accelerated exceeds $20.0 million, (vii) certain events of bankruptcy, insolvency or reorganization of the Company or any Restricted a Significant Subsidiary, or (viii) the acceleration of the final stated maturity rendering of any such Indebtedness judgment or decree for the payment of money in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice net of any such accelerationinsurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million20.0 million against the Company or a Significant Subsidiary that is not discharged, which judgments remain unpaid, undischarged bonded or unstayed insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days; certain events 90 days following such judgment or decree and is not discharged, waived or stayed or (ix) the failure of bankruptcy or insolvency with respect any Guarantee of the Notes by a Guarantor made pursuant to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by Section 1020 of the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, effect (except as contemplated by the terms thereof or of the Indenture) or the Company denial or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm disaffirmation in writing by any such Guarantor of its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Indenture or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticesuch Guarantee if such Default continues for 10 days. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% a majority in aggregate principal amount of the then outstanding applicable Notes may declare all the such 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. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default include (i) default in the payment of the Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the same becomes due and payable at its Stated Maturity, upon redemption, upon acceleration, when due for purchase by the Issuers or otherwise; (ii) default in payment of any Contingent Cash Interest upon any Security, and such default shall continue for 30 days; (iii) failure by the Issuers to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Issuers to make any payment by the end of any applicable grace period after maturity of Indebtedness in an amount (taken together with amounts in (b) below) in excess of $100,000,000, and continuance of such failure or (b) the acceleration of Indebtedness in an amount (taken together with amounts in (a) above) in excess of $100,000,000 because of a default with respect to the Notes occurs upon the occurrence such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of any (a) and (b) above, for a period of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of not less than 25% in aggregate Principal Amount at Maturity of the aggregate principal amount Securities then outstanding; however if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of the then outstanding Notes (including Additional Notes, if any) Default by reason thereof shall be deemed not to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiaryhave occurred, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationv) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to affecting the Company Issuers or any Restricted Subsidiary that is a their Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeSubsidiaries. In the case of If an Event of Default arising from shall have occurred and be continuing, either the Trustee, or the Holders of not less than 25% in aggregate Principal Amount at Maturity of the Securities then outstanding may declare the Initial Principal Amount at Maturity, plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of such declaration, if any, to be immediately due and payable. In case of certain events of bankruptcy or insolvencyinsolvency of the Issuers, with respect to the CompanyInitial Principal Amount at Maturity plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatif any, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall automatically become immediately due and payable immediately without further action payable. Securityholders may not enforce the Indenture or noticethe Securities except as provided in the Indenture. If any other Event of Default occurs and is continuing, The Trustee may refuse to enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes Securities unless it receives indemnity or security reasonably satisfactory to be due and payable immediatelyit. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Defaults and Remedies. An Events of Default include: (1) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (2) the failure to pay the principal of any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (3) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 45 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.1 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any4) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedelapsed), equals aggregated $200.0 25.0 million or more at any time; the provided that if such failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effectremedied, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.waived or

Defaults and Remedies. An Event The following events constitute "Events of Default with respect to Default" under the Notes occurs upon the occurrence of any of the following eventsIndenture: the default for 30 days in payment when due of interest on the Notes; the (a) default in the payment when due of the principal of (or premium, if any, on) any Note when the same becomes due and payable at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the Notessame becomes due and payable, and such default continues for a period of 30 days; the failure by (c) the Company to comply with Section 4.17 defaults in the performance of or breaches any other covenant or agreement of the Indenture; Company in the failure by Indenture or under the Company Notes (other than a default specified in clause (a) or any (b) above) and such default or breach continues for a period of the Restricted Subsidiaries for 60 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) the Company fails to comply make or consummate an Offer to Purchase in accordance with any Section 4.11 of its other agreements in the Indenture, Notes ; (e) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.12 of the Note GuaranteesIndenture; the failure to pay at final maturity (giving effect f) there occurs with respect to any applicable grace periods and any extensions thereof) the stated principal amount issue or issues of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which I) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (g) any final judgment or order (not covered by insurance) for the Company or such Restricted Subsidiary payment of notice money in excess of any such acceleration) if $10 million in the aggregate principal amount of such Indebtedness(treating any deductibles, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity self-insurance or which has been retention as not so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by covered) shall be rendered against the Company or any Restricted Significant Subsidiary to pay and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy orders outstanding and not paid or insolvency with respect to discharged against the Company or any Restricted Subsidiary that is of its Significant Subsidiaries to exceed $10 million during which a Significant Subsidiary; stay of enforcement of such final judgment or except as permitted order, by the Indenture reason of a pending appeal or the Note Guaranteesotherwise, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to not be in full force and effect, ; (h) a court having jurisdiction in the premises enters a decree or the Company or any Restricted Subsidiary or any Person acting on behalf order for (A) relief in respect of the Company or any Restricted Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall deny remain unstayed and in effect for a period of 30 consecutive days; or disaffirm (i) the Company or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in writing its obligations effect, or consents to the entry of an order for relief in an involuntary case under its Note Guaranteeany such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (h) or insolvency, (i) above that occurs with respect to the Company) occurs and is continuing under the Indenture, any Restricted Subsidiary that the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is a Significant Subsidiary or any group given by the Holders), may, and the Trustee at the request of Restricted Subsidiaries thatsuch Holders shall, taken togetherdeclare the Accreted Value of, would constitute a Significant Subsidiarypremium, all outstanding if any, and accrued interest, if any, on the Notes will become to be immediately due and payable immediately without further action or noticepayable. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the Notes automatically become due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount at maturity of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the Notes when due at Stated Maturity, upon redemption or otherwise, (iii) failure by the Company Partnership or any Subsidiary Guarantor to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other covenants or agreements in the Indenture, Notes or Indenture relating to the Note GuaranteesNotes; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company Issuer or, if and so long as the Notes are guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor; (v) any Guarantee ceasing to be in full force and effect or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force null and effectvoid, or the Company any Subsidiary Guarantor denying or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirming its obligations under the Indenture or its Note Guarantee; (vi) default by the Partnership or any of its Subsidiaries in the payment at the Stated Maturity, after the expiration of any applicable grace period, of principal of, premium, if any, or interest on any Debt then outstanding having a principal amount in excess of $50.0 million, or acceleration of any Debt having a principal amount in excess of such amount so that it becomes due and payable prior to its Stated Maturity and such acceleration is not rescinded within 30 days after notice; (vii) a final judgment or order for the payment of money in excess of $50.0 million (net of applicable insurance coverage) having been rendered against the Partnership or any Subsidiary and such judgment or order continues unsatisfied and unstayed for a period of 30 days and (viii) the failure of the General Partner to comply with certain separateness provisions of its limited liability company agreement or the amendment or modification of such provisions. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Outstanding Notes will shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which If and so long as the Trustee has actual knowledge under in good faith so determines, the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interests. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes Outstanding by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, premium onor premium, if any, or interest on, the Notes. The Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after the occurrence of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Defaults and Remedies. An The Indenture provides that each of the following events constitutes an Event of Default with respect to this Note: (i) on and after the Issue Date (A) failure to make any payment of principal when due (whether at maturity, upon redemption or otherwise) on the Notes; (B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay at the stated maturity (and the expiration of any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur) (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes ceases to be in full force or effect or the Guarantor denies or disaffirms its obligations under the Guarantee. If an Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of shall occur and be continuing, the principal of or premium, if any, on amount hereof may be declared due and payable in the Notes; manner and with the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements effect provided in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event The following events constitute "Events of Default with respect to Default" under the Notes occurs upon the occurrence of any of the following eventsIndenture: the default for 30 days in payment when due of interest on the Notes; the (a) default in the payment when due of the principal of (or premium, if any, on on) any Note when the Notes; the failure same becomes due and payable, upon acceleration, redemption or otherwise whether or not such payment is prohibited by the Company to comply with Section 4.17 subordination provisions of the Indenture; (b) default in the failure payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days whether or not such payment is prohibited by the Company or any subordination provisions of the Restricted Subsidiaries Indenture; (c) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture or under the Notes and such default or breach continues for 60 a period of 30 consecutive days after written notice from by the Trustee or the Holders of not less than 25% of the or more in aggregate principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyd) to comply there occurs with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect respect to any applicable grace periods and any extensions thereof) the stated principal amount issue or issues of any Indebtedness of the Company or any Restricted SubsidiarySignificant Subsidiary having an outstanding principal amount of $25,000,000 or more in the aggregate for all such issues of all such Persons, or the acceleration of the final stated maturity of any whether such Indebtedness now exists or shall hereafter be created, (which i) an event of default that has caused the holder thereof to declare such Indebtedness to be due and payable prior to its Stated Maturity and such Indebtedness has not been discharged in full or such acceleration is has not rescinded, been rescinded or annulled or otherwise cured within 30 days of receipt such acceleration and/or (ii) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (e) any final judgment or order (not covered by insurance) for the Company or such Restricted Subsidiary payment of notice money in excess of any such acceleration) if $25,000,000 in the aggregate principal amount of for all such Indebtednessfinal judgments or orders against all such Persons (treating any deductibles, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity self-insurance or which has been retention as not so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by covered) shall be rendered against the Company or any Restricted Significant Subsidiary to pay and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments aggregating or orders outstanding and not paid or discharged against all such Persons to exceed $25,000,000 during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in excess effect; (f) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of $200.0 millionthe Company or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, which judgments insolvency or other similar law now or hereafter in effect, (ii) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unpaid, undischarged or unstayed and in effect for a period of 60 consecutive days; certain events of bankruptcy or insolvency with respect to (g) the Company or any Restricted Significant Subsidiary that is (i) commences a Significant Subsidiary; voluntary case under any applicable bankruptcy, insolvency or except as permitted by the Indenture other similar law now or the Note Guarantees, any Note Guarantee shall be held hereafter in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or consents to the Company entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or any Restricted Subsidiary taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or any Person acting on behalf similar official of the Company or any Restricted Significant Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteefor all or substantially all of the property and assets of the Company or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors. In the case of If an Event of Default arising from certain events (other than an Event of bankruptcy Default specified in clause (f) or insolvency, (g) above that occurs with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default ) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes, then outstanding Notes may outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare all the principal of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable immediatelypayable. If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the principal amount of the Notes automatically becomes due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under Article IV of the Indenture; Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under Section 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $10 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 10 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. 110 6 If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to under the Notes occurs upon the occurrence of any of the following eventsIndenture include: the (i) a default for 30 days in the payment when due of interest on the NotesSecurities; the (ii) a default in payment when due of the principal of or premium, if any, on the NotesSecurities, at maturity or otherwise; the (iii) a failure by the Company to comply with Section 4.17 the provisions described under the covenants "Limitations on Restricted Payments," "Limitations on Incurrence of the Indenture; the Indebtedness and Issuance of Preferred Stock," and "Change of Control;" (iv) a failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture or the Securities; (v) any default that occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Significant Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Significant Subsidiaries) whether such Indebtedness or Guarantee exists on the date of the Indenture, Notes or is created after the Note Guarantees; date of the failure Indenture, which default (a) constitutes a Payment Default or (b) results in the acceleration of such Indebtedness prior to pay at final its express maturity (giving effect to any applicable grace periods and any extensions thereof) and, in each case, the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity under which there has been a Payment Default or which that has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 25.0 million or more at any timemore; the (vi) failure by the Company or any Restricted Subsidiary of its Significant Subsidiaries to pay a final judgment or final judgments aggregating in excess of $200.0 million, which 25.0 million entered by a court or courts or competent jurisdiction against the Company or any of its Significant Subsidiaries if such final judgment or judgments remain unpaid, unpaid or undischarged or unstayed for a period (during which execution shall not be effectively stayed) of 60 daysdays after their entry; and (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary of its Significant Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities by written notice to the Company and the Trustee, may declare all the Securities to be due and payable immediately (plus, in the case of an Event of Default that is a Significant Subsidiary; the result of willful actions (or except as permitted inactions) by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company intended to avoid prohibitions on redemptions of the Securities contained in the Indenture or any Restricted Subsidiary shall deny or disaffirm the Securities, an amount of premium applicable pursuant to the Indenture). Notwithstanding the foregoing, in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary Company or any group of Restricted Subsidiaries that, taken together, would constitute a its Significant SubsidiarySubsidiaries, all outstanding Notes will Securities shall become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% the Securities may not enforce the Indenture or the Securities except as provided in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyIndenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: it determines that withholding notice is in such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders' interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the Securities then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Securities waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or premium on, or the principal of, premium onthe Securities. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, if anyand the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or interest onEvent of Default. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the Notesmore complete description thereof contained in the Indenture.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect include (1) the Issuer fails to pay when due the Notes occurs upon the occurrence of principal on any of the following events: Notes at maturity or exercise of a repurchase right or otherwise; (2) the default for 30 days in payment when due Issuer fails to pay an installment of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Liquidated Damages and Additional NotesInterest Amounts, if any) to comply with on any of its other agreements the Notes that continues for 30 days after the date when due; (3) the Issuer fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after such delivery date; (4) the Issuer fails to give notice regarding a Change of Control within the time period specified in the Indenture; (5) the Issuer fails to perform or observe any other term, covenant or agreement contained in the Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed Indenture for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted days after receipt by the Indenture or Issuer of a written notice of such failure, requiring the Note GuaranteesIssuer to remedy the same, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, given by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding outstanding; (6) (A) the Issuer or any Significant Subsidiary fails to make any payment by the end of the applicable grace period, if any, after the final scheduled payment date for such payment with respect to any indebtedness for borrowed money in an aggregate principal amount in excess of $50 million or (B) indebtedness for borrowed money of the Issuer or any Significant Subsidiary in an aggregate principal amount in excess of $50 million shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the scheduled maturity thereof as a result of a default with respect to such indebtedness, in either case without such indebtedness referred to in subclause (A) or (B) hereof having been discharged, cured, waived, rescinded or annulled, for a period of 30 days after receipt by the Issuer of a Notice of Default; (7) the Issuer fails to pay, when due, the principal of or any amounts due upon acceleration of, any of the notes issued pursuant to the Citadel Securities Purchase Agreement (including the "First Notes" (as such term is defined in the Citadel Securities Purchase Agreement)); and (8) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or any Significant Subsidiary. If an Event of Default (other than an Event of Default specified in clause (8) above) occurs and is continuing, the Trustee, or the Holders of at least 25% in aggregate principal amount of the Notes at the time outstanding, may declare all the 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. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Noteholders notice of any continuing Default (except a Default in payment of amounts specified in clause (1) or Event of Default (2) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon if: (i) the occurrence of any of Company defaults in the following events: the default for 30 days in payment when due of any interest on on, any such series of Notes and such default continues for a period of 30 days; (ii) the Notes; Company defaults in the default in payment when due of the principal of or premium, if any, on the Notesany such series of Notes at its maturity; the failure by (iii) the Company fails to comply with Section 4.17 of observe or perform any other covenant, representation, warranty or other agreement in the Indenture; Indenture or the failure by the Company or any of the Restricted Subsidiaries Notes for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the aggregate in principal amount of such series of Notes then outstanding; (iv) the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure Company fails to pay at final maturity (giving effect when due principal, interest or premium aggregating $10,000,000 or more with respect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness which default shall not be cured or waived, or such acceleration shall not be rescinded or annulled, within 10 days after written notice; (which acceleration is not rescinded, annulled v) a final judgment or otherwise cured within 30 days final judgments for the payment of receipt money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiaries and such Restricted Subsidiary judgment or judgments remain undischarged for a period (during which execution shall not be effectively stayed) of notice of any such acceleration) if 60 days, provided that the aggregate principal amount of all such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity judgments exceeds $10,000,000; or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by vi) the Company or any Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the date of the event described in this clause, pursuant to pay final judgments aggregating in excess or within the meaning of $200.0 millionBankruptcy Law: (a) commences a voluntary case, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect (b) consents to the Company entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (d) makes a general assignment for the benefit of its creditors, (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company, or any Restricted Subsidiary that is with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree in an involuntary case, (b) appoints a Significant Subsidiary; or except as permitted by custodian of the Indenture or the Note GuaranteesCompany, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the Company effective date of such order or decree or for all or substantially all of its property or (c) orders the liquidation of the Company, or any Restricted Subsidiary shall deny with liabilities greater than $10,000,000 under GAAP as of the effective date of such order or disaffirm decree; and the order or decree remains unstayed and in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeeffect for 60 consecutive days. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding series of Notes (including Additional Notes, if any) may declare all the of such Notes to be due and payable immediately. Notwithstanding the foregoing, in the case an Event of Default specified in clauses (6) or (7) of Section 5.1 of the Indenture occurs with respect to the Company, or a Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree, all outstanding series of Notes will become due and payable without further action or notice. Holders of such series of Notes may not enforce the Indenture with respect to such series of Notes or such series of Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding series of Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of such series of Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of less than a majority in aggregate principal amount of the such series of Notes then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of the principal of, premium on, if any, of or interest on, such series of Notes (provided, however, that the NotesHolders of a majority in aggregate principal amount of the then outstanding series of Notes may rescind an acceleration and its consequence, including any related payment default) or a default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Company is taking or proposes to take thereto.

Defaults and Remedies. An Event of Default with respect to "EVENT OF DEFAULT" occurs if: (i) the Notes occurs upon Company defaults in the occurrence of any of the following events: the default for 30 days in payment when due of interest on on, or Liquidated Damages, if any, with respect to, the NotesSenior Subordinated Notes and such default continues for a period of 30 days (whether or not prohibited by the subordination provisions of Article 10 of the Senior Subordinated Note Indenture); (ii) the default Company defaults in the payment when due of the principal of or premium, if any, on the Notes; Senior Subordinated Notes when the failure same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise (whether or not prohibited by the subordination provisions of Article 10 of the Senior Subordinated Note Indenture); (iii) the Company or any of its Restricted Subsidiaries fails to comply with Section 4.17 the provisions of Sections 5.01; (iv) the Company or any of its Restricted Subsidiaries fails to comply for 30 days after notice to the Company by the Senior Subordinated Note Trustee with any of the provisions of Sections 4.07, 4.09, 4.10 or 4.15 of the Senior Subordinated Note Indenture; (v) the failure Company or any of its Restricted Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Senior Subordinated Note Indenture or the Senior Subordinated Notes for 60 days after notice to the Company by the Senior Subordinated Note Trustee; (vi) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of the its Restricted Subsidiaries for 60 days (other than a Securitization Entity) (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries (other than a Securitization Entity)) whether such Indebtedness or guarantee now exists, or is created after written notice from the Trustee date of this Senior Subordinated Note Indenture, which default (a) is caused by a failure to pay principal of or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notespremium, if any, or interest on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "PAYMENT DEFAULT") to comply with any of its other agreements or (b) results in the Indentureacceleration of such Indebtedness prior to its express maturity and, Notes or in each case, the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates without duplication $200.0 20.0 million or more at any timemore; the failure by (vii) the Company or any of its Restricted Subsidiary Subsidiaries fails to pay final judgments aggregating in excess of $200.0 million20.0 million (excluding amounts covered by insurance), which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency occur with respect to the Company or any of its Significant Subsidiaries that are Restricted Subsidiary that is Subsidiaries or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant SubsidiarySubsidiary pursuant to or within the meaning of Bankruptcy Law; or (ix) except as permitted by the Indenture or the Senior Subordinated Note GuaranteesIndenture, any Note Senior Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note such Guarantor's Senior Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Senior Subordinated Note Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Subordinated Notes may declare all the Senior Subordinated Notes to be due and payable. 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 that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Senior Subordinated Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Senior Subordinated Note Indenture or Holders of at least 25% the Senior Subordinated Notes except as provided in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelySenior Subordinated Note Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Senior Subordinated Notes may direct the Senior Subordinated Note Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Senior Subordinated Note Trustee may withhold from Holders of the Senior Subordinated Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Senior Subordinated Notes then outstanding Notes by written notice to the Senior Subordinated Note Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Senior Subordinated Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Senior Subordinated Note Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium onthe Senior Subordinated Notes. The Company is required to deliver to the Senior Subordinated Note Trustee annually a statement regarding compliance with the Senior Subordinated Note Indenture, if anyand the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Senior Subordinated Note Trustee a statement specifying such Default or interest on, the NotesEvent of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include (i) a default in the payment when due of the principal of of, or premium, if any, on the Notes; Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the failure by either of the Company Issuers or the Guarantors to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or by Holders of not less than 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional with any other covenant or other agreement contained in the Indenture or the Notes, if any(iv) to comply with any of its other agreements default in the Indenture, Notes or the Note Guarantees; the failure to pay payment at final maturity (giving effect to continued for the longer of any applicable grace periods and any extensions thereofgrace, extension, forbearance or other similar period or 30 days) the stated principal amount of any Indebtedness aggregating $25,000,000 or more of the Company Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (Indebtedness, which default shall not be cured or waived, or such acceleration is shall not rescindedbe rescinded or annulled, annulled or otherwise cured within 30 days of receipt after written notice thereof by the Company or such Restricted Subsidiary Holders of notice of any such acceleration) if the aggregate not less than 25% in principal amount of such Indebtednessthe Notes then outstanding, together with (v) any final judgment or judgments for the principal amount payment of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating money in excess of $200.0 million, which judgments remain unpaid, undischarged 25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatof Mediacom LLC, taken togetherwhich, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be in full force and effect (except as contemplated by the terms of the Indenture). Certain events of bankruptcy, insolvency or reorganization are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. In addition, an Event of Default will occur if any Guarantor denies or disaffirms its obligations under the Indenture or its Restricted Subsidiary Guarantee. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to be due and payable immediatelyenforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to include (i) default in the Notes occurs upon the occurrence of any payment of the following events: Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the default for 30 days in payment same becomes due and payable at its Stated Maturity, upon redemption, upon acceleration, when due of interest on for purchase by the NotesCompany or otherwise; the (ii) default in payment when due of the principal of or premiumany Contingent Cash Interest upon any Security, if any, on the Notesand such default shall continue for 30 days; the (iii) failure by the Company to comply with Section 4.17 other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Indenture; the failure Company to make any payment by the Company end of any applicable grace period after maturity of Indebtedness in an amount (taken together with amounts in (b) below) in excess of $100,000,000, and continuance of such failure or any (b) the acceleration of the Restricted Subsidiaries Indebtedness in an amount (taken together with amounts in (a) above) in excess of $100,000,000 because of a default with respect to such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of (a) and (b) above, for 60 a period of 30 days after written notice from to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than 25% in aggregate Principal Amount at Maturity of the aggregate principal amount Securities then outstanding; however if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of the then outstanding Notes (including Additional Notes, if any) Default by reason thereof shall be deemed not to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiaryhave occurred, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationv) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is a its Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note GuaranteeSubsidiaries. In the case of If an Event of Default arising from shall have occurred and be continuing, either the Trustee, or the Holders of not less than 25% in aggregate Principal Amount at Maturity of the Securities then outstanding may declare the Issue Price, plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of such declaration, if any, to be immediately due and payable. In case of certain events of bankruptcy or insolvency, with respect to insolvency of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatthe Issue Price plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, taken togetherif any, would constitute a Significant Subsidiary, all outstanding Notes will shall automatically become immediately due and payable immediately without further action payable. Securityholders may not enforce the Indenture or noticethe Securities except as provided in the Indenture. If any other Event of Default occurs and is continuing, The Trustee may refuse to enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes Securities unless it receives indemnity or security reasonably satisfactory to be due and payable immediatelyit. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the failure by the Company same becomes due and payable at maturity, upon redemption (including in connection with an offer to comply with Section 4.17 of the Indenture; the purchase) or otherwise, (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the provisions of Section 5.14 or 5.19 or Article IV of the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any of its Restricted Subsidiary Subsidiaries to pay comply for 30 days after notice to the Issuers by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class with any of the provisions of Section 5.12 of the Indenture; (v) failure by the Company or any of its Restricted Subsidiaries to comply for 60 days after notice to the Issuers by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding with any other agreements in the Indenture or the Notes; (vi) default under certain other agreements relating to Indebtedness of an Issuer or any of the Company's Restricted Subsidiaries which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding proceedings to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of any Subsidiary Guarantor, shall deny or disaffirm its obligations under the Indenture or any Subsidiary Guarantee and (ix) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary shall deny Subsidiaries. If any Event of Default occurs and is continuing, the Trustee or disaffirm the Holders of at least 25% in writing its obligations under its Note Guaranteeprincipal amount of the then outstanding Notes may declare all the Notes to be due and payable. In 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 that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An "Event of Default with respect to Default" occurs if: (i) the Notes occurs upon Issuers default in the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; Notes and the default continues for a period of 30 days (whether or not prohibited by the subordination provisions of the Indenture); (ii) the Issuers default in the payment when due of the principal of or premium, if any, on the Notes; the failure Notes (whether or not prohibited by the Company subordination provisions of the Indenture), (iii) the Issuers fail to comply with Section 4.17 4.15 of the Indenture; (iv) the failure by the Company Issuers or any of Guarantor fail to observe or perform any other covenant, warranty or other agreement in the Restricted Subsidiaries Indenture or the Notes and such failure continues for 60 days after written notice from of such failure shall have been given to the Issuers by the Trustee or to the Issuers and the Trustee by Holders of not less than 25at least 25 % of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notesv) a default occurs under any mortgage, if any) to comply with indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by either Issuer or any of its other agreements in their respective Subsidiaries (or the payment of which is guaranteed by either Issuer or any of their respective Subsidiaries) whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, Notes which default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute a default in the Note Guarantees; the failure to pay payment of such issue of Indebtedness at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated the maturity or of which has been so accelerated (in each case with respect to or which the 30-day period described above has passed)not been paid at maturity, equals aggregates $200.0 10 million or more at any timemore; the failure by the Company (vi) Consoltex Group or any Restricted Subsidiary of its Subsidiaries fails to pay final judgments aggregating in excess of $200.0 10 million, which judgments remain unpaid, undischarged are not satisfied or unstayed stayed for a period of 60 consecutive days; (vii) certain events of bankruptcy or insolvency occur with respect to the Company Issuers or any Restricted Subsidiary that is a Significant Subsidiaryof their Subsidiaries; or (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company or any Restricted Subsidiary Guarantor, shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case Guarantee of an Event such Guarantor and such condition shall have continued for a period of Default arising from certain events 60 days after written notice of bankruptcy or insolvency, with respect such failure requiring the relevant Guarantor and the Issuers to remedy the same shall have been given to the Company, any Restricted Subsidiary that is a Significant Subsidiary issuers by the Trustee or any group to the Issuers and the Trustee by Holders of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding at least 25% in aggregate principal amount of the Notes will become due and payable immediately without further action or noticethen outstanding. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525 % in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately: provided, that so long as any Indebtedness permitted to be incurred pursuant to clause (a) of the second paragraph of Section 4.09 of the Indenture shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness or (ii) five Business Days after receipt by the Issuers and the agent (or, in the absence of such agent, the lender) under the Credit Agreement (so long as any Indebtedness is outstanding thereunder) of written notice of such acceleration of the Notes. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the issuers or any of their respective Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium onthe Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, if any, or interest onincluding with respect to any Restricted Payments made during such year, the Notesbasis upon which the calculations required by Section 4.07 of the Indenture were computed (which calculations may be based upon Consoltex Group's latest financial statements), and the Issuers are required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default under Section 5.1 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 25.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; or (vii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or the Company is declared to be null and void and unenforceable or is found to be invalid or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group denies its liability under its Guarantee (other than by reason of Restricted Subsidiaries that, taken together, would constitute release of a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Guarantor in accordance with the Trustee or Holders of at least 25% in aggregate principal amount terms of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes).

Defaults and Remedies. An Event Events of Default with respect include, without limitation: the failure of the Issuer to pay all or any part of the unpaid principal on the Notes occurs when and as the same becomes due and payable at the Principal Maturity Date, upon the occurrence of any prepayment in accordance with Section 3.07 of the following events: the default for 30 days in payment when due of interest on the NotesIndenture or by acceleration; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company Issuer to comply with pay installments of Fixed Interest in full on the Notes for two consecutive Interest Payment Dates whether or not required to be paid pursuant to Section 4.17 4.06 of the Indenture, provided that both of such installments remain unpaid after such second consecutive Interest Payment Date; the failure by the Company Issuer or any of its Subsidiaries to observe or perform the Restricted Subsidiaries for provisions of Sections 4.01 or 4.06 of the Indenture, if such failure is not remedied within 30 days; failure by the Issuer to observe or perform in all material respects any other covenant or agreement on the part of the Issuer contained in the Notes or the Indenture, if such failure is not remedied within 60 days after written notice from is given to the Issuer by the Trustee or Holders of not less than 25% of to the aggregate principal amount of Issuer and the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt Trustee by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the Notes then outstanding Outstanding, in either case specifying such default, requiring that such default be remedied and stating that such notice is a "Notice of Default;" from and after the payment in full of the obligations under the Berkadia Credit Agreement, failure by the Issuer or any Significant Subsidiary to observe or perform in all material respects any covenant or agreement on the part of the Issuer or such Significant Subsidiary contained in the Security Agreements, the Intercompany Notes, the Intercompany Notes Guarantee or the Intercompany Notes Pledge Agreement, if such failure is not remedied within 60 days after written notice is given to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then Outstanding, in either case specifying such default, requiring that such default be remedied and stating that such notice is a "Notice of Default;" the transfer or other disposition by the Issuer of the Intercompany Notes, other than a transfer or other disposition (a) to a Subsidiary of the Issuer where such transfer or other disposition does not result in any adverse impact on the rights of any Holder, or (b) to the surviving entity in a merger or consolidation permitted by Section 5.01 of the Indenture; any of the Security Agreements shall cease, for any reason, to be in full force and effect with respect to any of the Collateral, or the Issuer shall so assert with respect to any Security Agreements, or any Lien created by any of the Security Agreements with respect to any of the Collateral shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, except with respect to any such event that is immaterial to the rights of the Holders; a default occurs under the Berkadia Loan, if such default results in the acceleration of the Berkadia Loan prior to its express maturity; any Intercompany Notes Guarantee issued by an Intercompany Notes Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect, or such Guarantor shall so assert with respect to such Intercompany Notes Guarantee, or the Intercompany Notes Pledge Agreement with respect to a Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect with respect to any of the Intercompany Collateral of such Guarantor, or such Guarantor shall so assert with respect to such Intercompany Notes Pledge Agreement, or any lien created by the Intercompany Notes Pledge Agreement with respect to the Intercompany Collateral of such a Guarantor shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, except with respect to any such event that is immaterial to the rights of the Issuer under the Intercompany Notes; and certain events of bankruptcy or insolvency with respect to the Issuer, FINOVA Capital or any Intercompany Notes Guarantor that is a Significant Subsidiary of the Issuer. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then Outstanding Notes may declare all the Notes to be due and payable immediately. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will ; provided, however, that in determining whether the Holders of the required principal amount of Notes have concurred in any such direction, Notes owned by any Affiliate of the Issuer shall be required to give notice to Holders within 90 days after a default disregarded, except that for purposes of which determining whether the Trustee has actual knowledge under shall be protected in relying on any such direction, only Notes which a responsible officer of the Indenture unless the default has been cured or waivedTrustee actually knows are so owned shall be disregarded. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes Outstanding, by written notice to the Trustee mayTrustee, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing past Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on or principal of, premium on, if any, or interest on, of the Notes; provided, however, that in determining whether the Holders of the required principal amount of Notes have concurred in any such waiver, Notes owned by any Affiliate of the Issuer shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, only Notes which a responsible officer of the Trustee actually knows are so owned shall be disregarded.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, the Notes; the (ii) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of of, or premiumpremium on, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the , (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Sections 3.09, 4.10, 4.11, 4.15, 4.16 or 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its the other agreements in the Indenture, Notes Indenture or the Note GuaranteesSecurity Documents; the failure (v) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company which default is a Payment Default or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness prior to its express maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvi) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any of its Restricted Subsidiary Subsidiaries to pay certain final judgments aggregating in excess of $200.0 millionjudgments, which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed, for a period of 60 days; (vii) the occurrence of any of the following: (a) except as permitted by the Indenture or the Security Documents, any Security Document ceases to be fully enforceable for a period of 30 days after the Company or the applicable Restricted Subsidiary receives notice thereof, (b) any Lien in favor of the Collateral Agent, for the benefit of the Holders of Notes, having a Fair Market Value in excess of $5 million ceases to be an enforceable and perfected second-priority lien, subject only to Permitted Liens for a period of 30 days after the Company or the applicable Restricted Subsidiary receives notice thereof or (c) the denial or disaffirmation by the Company or any Pledgor, in writing, of any obligation of the Company or any Pledgor set forth in any Security Document; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a Significant Subsidiary; Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be is held in any judicial proceeding to be unenforceable or invalid or shall cease ceases for any reason to be in full force and effect, or the Company or any Restricted Subsidiary Guarantor, or any Person acting on behalf of the Company any Guarantor, denies or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, 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, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, interest if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ) if it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 the Holders, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest interest, if any, on, the NotesNotes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the include (i) a default in the payment when due of the principal of of, or premium, if any, on the Notes; Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the failure by either of the Company Issuers or the Guarantors to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or by Holders of not less than 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional with any other covenant, representation, warranty or other agreement contained in the Indenture or the Notes, if any(iv) to comply with any of its other agreements default in the Indenture, Notes or the Note Guarantees; the failure to pay payment at final maturity (giving effect to continued for the longer of any applicable grace periods and any extensions thereofperiod, extension, forbearance or other similar period or 30 days) the stated principal amount of any Indebtedness aggregating $25,000,000 or more of the Company Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which default shall not be cured or waived, or such acceleration is shall not rescindedbe rescinded or annulled, annulled or otherwise cured within 30 days of receipt after written notice thereof by the Company or such Restricted Subsidiary Holders of notice of any such acceleration) if the aggregate not less than 25% in principal amount of such Indebtednessthe Notes then outstanding, together with (v) any final judgment or judgments for the principal amount payment of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating money in excess of $200.0 million, which judgments remain unpaid, undischarged 25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries thatof Mediacom Broadband LLC, taken togetherwhich, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be in full force and effect (except as contemplated by the terms of the Indenture). 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. The failure by any Restricted Subsidiary Guarantee to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor to deny or disaffirm its obligations under the Indenture or any Restricted Subsidiary Guarantee shall also be an Event of Default. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes will become shall be due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to be due and payable immediatelyenforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the in payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions or of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestinterest or Additional Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to on the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to Notes) if the Trustee of a continuing Event of Default; Holders of at least 25% determines that withholding notice is in aggregate principal amount the best interest of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An (i) the failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the “Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if anyiv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 25.0 million or more at any time; the failure by (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries; or (vii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or the Company is declared to be null and void and unenforceable or is found to be invalid or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary or any group denies its liability under its Guarantee (other than by reason of Restricted Subsidiaries that, taken together, would constitute release of a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Guarantor in accordance with the Trustee or Holders of at least 25% in aggregate principal amount terms of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes).

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; Notes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Section 4.17 Sections 4.10, 4.15 or 5.01 of the Indenture; the (iv) failure by the Company or any of the Restricted Subsidiaries for 60 consecutive days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the aggregate in principal amount of the Notes then outstanding Notes (including Additional Notes, if any) voting as a single class to comply with any of its other agreements agreement in the Indenture; (v) default under certain other agreements relating to Indebtedness of the Company which default (A) is caused by a Payment Default or (B) results in the acceleration of such Indebtedness prior to its express maturity, Notes or and, in each case, the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 25.0 million or more at more, provided that any time; default described in clause (A) or (B) above on the failure by MDP Notes shall not constitute an Event of Default so long as the Company cures such default within 30 days of a final judgment by a court of competent jurisdiction that such default on the MDP Notes exists or that any Restricted Subsidiary to pay alleged unpaid principal or interest on the MDP Notes is due and owing, which judgment is not stayed, paid or discharged within such 30 day period; (vi) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary Subsidiaries that is a are Significant SubsidiarySubsidiaries; or and (ix) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its such Guarantor's Note Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a written 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. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the default in payment when due of the principal of or premiumAdditional Interest, if any, on the Notes; (ii) default in payment when due of principal, Redemption Price or Purchase Price of the Notes when the same becomes due and payable at maturity, upon redemption, repurchase or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) failure by the Company to comply with Section 4.17 of any covenant contained in the Indenture; the failure by Indenture for 30 days after notice to the Company or any of specifying the Restricted Subsidiaries for 60 days after written notice default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate principal amount of the then Notes outstanding Notes (including Additional Notes, if any) except in the case of a default referred to comply with any in Section 5.1 of its other agreements in the Indenture, Notes or the Note Guaranteeswhich will constitute an Event of Default with such notice requirement but without such passage of time requirement); the failure (iv) default under certain other agreements relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or which default (a) is caused by a failure to pay any Restricted Subsidiary, or the acceleration of amount due at the final stated maturity thereof or (b) results in the acceleration of any such Indebtedness (which acceleration is not rescindedprior to its express final stated maturity and, annulled or otherwise cured within 30 days of receipt by in each case, the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in under which there has been a default for failure to pay principal at final stated maturity or the final stated maturity of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 10.0 million or more at any timeand such failure shall not have been cured or waived within 20 days thereof; the failure by (v) certain final judgments of the Company or any Restricted Significant Subsidiary to pay final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $10.0 million; (vi) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Significant Subsidiary of the Company; and (vii) a Guarantee of a Guarantor that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, effect or the Company is declared null and void and unenforceable or any Restricted Subsidiary is found to be invalid or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary a Guarantor that is a Significant Subsidiary or any group denies its liability, in writing, under its Guarantee (other than by reason of Restricted Subsidiaries that, taken together, would constitute release of a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor in accordance with the Indenture). If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes 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, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. 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 payment on any Note) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or may waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decreeand its consequences, except a continuing default in the payment of the principal of, or interest on any Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default in the payment or Event of principal of, premium on, if any, or interest on, the NotesDefault.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any Each of the following eventsconstitutes an Event of Default: (i) default by the default for 30 days Company in the payment when due of interest on the NotesNotes when the same becomes due and payable and the Default continues for a period of 30 days; (ii) default by the default Company in the payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (3) failure by the Company or any Subsidiary to comply with Sections 4.07, 4.09, 4.10, 4.15, or 5.01 of the Restricted Subsidiaries Indenture; (4) failure by the Company or any Subsidiary for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes Indenture or the Note GuaranteesNotes; the failure to pay at final maturity (giving effect to 5) default under any applicable grace periods and any extensions thereof) the stated principal amount of mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness of for money borrowed by the Company or any of its Restricted Subsidiary, Subsidiaries (or the acceleration payment of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt guaranteed by the Company or any of its Restricted Subsidiaries), whether such Restricted Subsidiary Indebtedness or guarantee now exists, or shall be created hereafter, which default (a) is caused by a failure to pay principal of notice or premium, if any, or interest on such Indebtedness prior to the expiration of any the grace period provided in such accelerationIndebtedness on the date of such default (a "Payment Default") if or (b) results in the aggregate acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated under which there has been a Payment Default or the maturity or of which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 5.0 million or more at any timemore; (6) a final judgment or final judgments for the failure payment of money are entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which that would be a Significant Subsidiary and such judgment or judgments remain unpaid, undischarged or unstayed for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $5.0 million; (7) certain events of bankruptcy or insolvency with respect to the Company or Company, any Restricted Subsidiary that is would constitute a Significant Subsidiary; Subsidiary or except as any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (8) the termination of any Subsidiary Guarantee for any reason not permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effectIndenture, or the Company or denial by any Restricted Subsidiary Guarantor or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its Guarantor of such Subsidiary Guarantor's obligations under its Note respective Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes 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, insolvency with respect to the Company, any Restricted Subsidiary that is would constitute a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal ofprincipal, interest or premium on, if any, or interest on, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Under the Indenture, Events of Default include (i) a default in any payment of interest on any Security when due, continued for 30 days, (ii) a default in the payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) the failure by the Issuers or the Company to comply with its obligations under Section 5.01 of the Indenture, (iv) the failure (A) by the Issuers or the Company to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture or (B) by the Company or the Issuers or any Restricted Subsidiary to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture (other than a failure to purchase Securities which shall constitute an Event of Default under clause (ii) above), other than as described in clause (i), (ii) or (iii) above, (v) the failure by the Issuers or the Company to comply with other agreements in the Securities, the Indenture or the Note Guaranty, in certain cases subject to notice and lapse of time, (vi) the Guaranty ceases to be in full force and effect (except as contemplated by the terms thereof) or the Company denies or disaffirms its obligations under the Indenture or the Guaranty, (vii) the failure by the Company, the Issuers or any Restricted Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds US$5 million and such default shall not have been cured or such acceleration rescinded after a 10-day period, (viii) certain events of bankruptcy, insolvency or reorganization of the Company, the Issuers or any Subsidiary, (ix) the rendering of any judgment or decree for the payment of money in excess of US$5 million (to the extent not covered by insurance) against the Company, the Issuers or a Subsidiary if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days following such judgment and is not discharged, waived or stayed, (x) any Account is not maintained as required or any drawing under any Account is not made when required to be made and in any such case such failure continues unremedied for five Business Days (or, in the case of a failure to maintain any required amount in, or to make a drawing under, the Notes DSR Account, 30 days), (xi) the Security Documents shall cease to grant the Holders any of the material collateral or rights purported to be granted thereunder or (xii) after giving effect to the anticipated receipt and application of any insurance proceeds, the Mill is abandoned in whole or in substantial part or is destroyed or made permanently inoperable in whole or in substantial part. If an Event of Default with respect to the Notes Securities occurs upon the occurrence (other than an Event of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency Default with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, Issuers or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from pursuant to certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs ) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes Securities may declare the Accreted Value as of the date on which the Securities first became due and payable plus accrued and unpaid interest, if any, on all the Notes Securities to be due and payable. Upon such a declaration, such Accreted Value and accrued and unpaid interest shall be due and payable immediately. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or Event of Default interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to include: (a) default in the Notes occurs upon the occurrence payment of any of the following events: the default for 30 days in payment when due of interest on the Notes, when such interest becomes due and payable, and continuance of such default for a period of 30 days; the (b) default in the payment when due of the principal of (or premium, if any, on on) the NotesNotes at its Maturity; (c) default in the failure by performance, or breach, of any covenant or agreement of the Company in the Base Indenture that affects or is applicable to comply the Notes (other than a default in the performance or breach of a covenant or agreement that is elsewhere in the Indenture specifically dealt with Section 4.17 or which has expressly been included in the Indenture solely for the benefit of the Indenture; the failure by the Company other series of Securities), and continuance of such default or any breach for a period of the Restricted Subsidiaries for 60 days after written notice from there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than at least 25% of the aggregate in principal amount of the then outstanding all Outstanding Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (including Additional Notes, if anyd) to comply with any of its other agreements default in the Indenture, Notes payment of principal when due or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount resulting in acceleration of any other Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Significant Subsidiary of notice of any such acceleration) if for borrowed money where the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above default or acceleration has passed), equals occurred exceeds $200.0 50 million and such acceleration has not been rescinded or more at any time; the failure by the Company annulled or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for such Indebtedness repaid within a period of 60 days30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Notes; provided that if any such default is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to have occurred; and (e) certain events of bankruptcy or and insolvency with respect to the Company. If an Event of Default as described in clause (a), (b), (c) or (d), occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Notes may declare the principal amount of the Notes then Outstanding and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately, by a notice in writing to the Company or any Restricted Subsidiary (and to the Trustee if from the Holders), specifying the respective Event of Default and that it is a Significant Subsidiary; or except as permitted by “notice of acceleration,” and upon any such declaration, the Indenture or the Note Guarantees, any Note Guarantee same shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force become immediately due and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guaranteepayable. In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency as described in clause (e) above, the Principal Amount of all Notes then Outstanding, together with respect to any accrued and unpaid interest through the Companyoccurrence of such Event of Default, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will shall become and be due and payable immediately without further action any declaration or notice. If any other Event of Default occurs and is continuing, act by the Trustee or any other Holder. Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all not enforce the Indenture or the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount Principal Amount of the then outstanding Outstanding Notes may direct on behalf of the Trustee in its exercise Holders of all of the Notes waive any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing past Default or Event of Default if it determines that withholding notice is described in their interestclauses (a), except (b) or (c) (or, in the case of a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, described in case an Event of Default occurs and is continuingclause (d) or (e), the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% not less than a majority in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or Outstanding Securities may waive any existing such past Default or Event of Default Default) and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest on, the Notes, or in respect of a covenant or provision of the Indenture which under Article Nine of the Base Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Security of such affected series. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Parent or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company Parent or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company Parent or any Restricted Subsidiary or any Person acting on behalf of the Company Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyParent, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Parent, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (iii) failure by the Company or any of the Restricted its Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any Section 4.07, 4.09, 4.10, 4.18 or 5.01 of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofiv) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary of its Subsidiaries for 30 days after notice to pay comply with certain other agreements in the Indenture or the Notes; (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; (vi) certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (vii) certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a of its Significant SubsidiarySubsidiaries; or and (viii) except as permitted by the Indenture or the Note GuaranteesIndenture, any Note Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company effect or any Restricted Subsidiary Guarantor or any Person acting on its behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note such Subsidiary Guarantor's Subsidiary Guarantee. In If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitationsExcept as otherwise provided in the Indenture, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the any Notes occurs upon if: (a) default in payment (whether or not such payment is prohibited by the occurrence of any subordination provisions of the following events: Indenture) of the principal of, or premium, if any, or Fundamental Change Payment or Redemption Price with respect to the Notes, when due at maturity, upon repurchase or redemption, upon acceleration or otherwise; (b) default for 30 days or more in payment when due (whether or not such payment is prohibited by the subordination provisions of the Indenture) of any installment of interest on the Notes; (c) failure to provide timely notice of a Fundamental Change; (d) default by the default Company for 60 days or more after notice in the observance or performance of any other covenants in the Indenture; (e) one or more defaults in the payment when due of the principal of or premium, if any, on any Indebtedness within any applicable grace period after the Notes; final scheduled maturity thereof or the failure acceleration of any such Indebtedness by the Company holders thereof because of a default if the total amount of such Indebtedness unpaid or accelerated exceeds $100.0 million or its foreign currency equivalent and such failure continues for 30 days; provided, that this clause (e) shall not apply to comply (A) any notice of wind-down or any comparable notice to be given in connection with Section 4.17 of the Indenturea Qualified Securitization Transaction or (B) any wind-down, or comparable event, with respect to a Qualified Securitization Transaction; the failure by (f) the Company or any of the Restricted its Significant Subsidiaries for 60 days after written notice from the Trustee or Holders group of not less than 25% subsidiaries that, taken together (as of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of latest audited consolidated financial statements for the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passedand its subsidiaries), equals $200.0 million or more at any time; the failure by the Company or any Restricted would constitute a Significant Subsidiary fail to pay final judgments aggregating in excess of $200.0 million100.0 million (net of any amounts for which a reputable and creditworthy insurance company is liable, unless such insurance company has disclaimed such liability in writing), which judgments remain unpaidare not paid, undischarged discharged or unstayed stayed for a period of 60 daysdays following such judgments and none of such judgments has been discharged, waived or stayed; or (g) certain events of bankruptcy involving bankruptcy, insolvency or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf reorganization of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee or Holders the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy, insolvency, or reorganization with respect to the Company, all outstanding Notes become due and payable without further action or notice. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require security or indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect it determines that withholding notice is in their interests. The Company must furnish annual compliance certificates to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the NotesTrustee.

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to the Notes occurs upon the occurrence of any of the following events: the include (i) default for 30 days in payment of interest when due of interest on the NotesSecurities; the (ii) default in payment when due of principal on the Securities at maturity, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the principal of Securities, upon declaration or premium, if any, on the Notesotherwise; (iii) the failure by the Company to comply with Section 4.17 its obligations under ARTICLE IV of the Indenture; Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company or any of the Restricted Subsidiaries to comply for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements contained in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereofvi) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the acceleration holders thereof because of a default and the final stated maturity total amount of any such Indebtedness unpaid or accelerated exceeds $5.0 million (which the "cross acceleration is not rescindedprovision"), annulled (vii) certain events of bankruptcy, insolvency or otherwise cured within 30 days reorganization of receipt by the Company or such Restricted a Significant Subsidiary of notice of any such acceleration) if (the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed"bankruptcy provisions"), equals $200.0 million (viii) any judgment or more at any time; decree for the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating payment of money in excess of $200.0 million, which judgments 5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy days after such judgment becomes final and non-appealable (the "judgment default provision") or insolvency with respect to the Company or (ix) any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason ceases to be in full force and effect, or effect (except as contemplated by the Company terms of the Indenture) or any Restricted Subsidiary Guarantor denies or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing disaffirms its obligations under the Indenture or its Note Subsidiary Guarantee. In the case of However, a default under clauses (iv) and (v) will not constitute an Event of Default arising from certain events until the Trustee or the holders of bankruptcy or insolvency, with respect to more than 25% in principal amount of the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group then outstanding Securities notify the Company of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due the default and payable immediately without further action or the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Securities may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event The following are Events of Default with respect Default: (i) failure by the Company to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of pay the principal of any Note when due; (ii) failure by the Company to pay any interest or premiumAdditional Interest on any Note when due, if any, on the Notescontinuing for 30 days; the (iii) failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements or covenants in the Indenture, Notes or the Note Guarantees; Indenture for the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness benefit of the Company or any Restricted Subsidiary, or the acceleration Holders of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of Notes upon the receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if Default by the aggregate principal amount of such IndebtednessTrustee, together with or upon the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure receipt by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess and the Trustee of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period notice of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted such Default by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all Notes, and (except in the Notes case of a Default with respect to be certain covenants described in the Indenture) the Company’s failure to cure such Default within 60 days after receipt of such notice; (iv) certain events of bankruptcy or insolvency; (v) default under any mortgage, indenture (including the Indenture) or instrument under which is issued or which secures or evidences Indebtedness of the Company or any Restricted Subsidiary (other than Non-Recourse Indebtedness) which default constitutes a failure to pay principal of such Indebtedness in an amount of $25 million or more when due and payable immediately. Subject to certain limitations, Holders (other than as a result of acceleration) or results in Indebtedness (other than Non-Recourse Indebtedness) in the aggregate of $25 million or more becoming or being declared due and payable before it would otherwise become due and payable; and (vi) entry of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to final judgment for the payment of principal of, premium on, if any, and interest money against the Company or any Restricted Subsidiary in an amount of $5 million or more which remains undischarged or unstayed for a period of 60 days after the date on which the Notesright to appeal such judgment has expired or becomes subject to an enforcement proceeding. Subject to the provisions of the Indenture relating to the duties of the Trustee, in In case an Event of Default (other than arising out of certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee will be under no obligation to exercise any of or the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request at the time outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare to institute proceedings in respect be due and payable immediately that portion of the principal amount of the Notes at the time outstanding and accrued and unpaid interest, if any, to the date of acceleration and upon such declaration the same shall become and be immediately due and payable. In case an Event of Default in its own name as Trustee under arising out of certain events of bankruptcy or insolvency occurs and is continuing, the Indenture; such Holder or Holders offer andoutstanding principal of and accrued and unpaid interest, if requestedany, provide to on the Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee security or indemnity satisfactory to it against any costs, expenses of the Holders. Such declaration or acceleration and liabilities to its consequences may be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, rescinded by Holders of a majority in aggregate principal amount of Notes at the then time outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders if all existing Events of a majority in aggregate Default have been cured or waived (except non-payment of principal amount that has become due solely because of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default acceleration) and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except . An existing Default (other than a continuing Default or Event of Default in the payment of principal of, premium on, if any, of or interest on, on the NotesNotes or Default with respect to a provision which cannot be modified under the terms of the Indenture without the consent of each Holder affected) may be waived by the Holders of a majority in aggregate principal amount of Notes at the time outstanding upon the conditions provided in the Indenture.

Defaults and Remedies. An Events of Default include: (i) the failure to pay interest, or Liquidated Damages, on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (iii) the failure to make a Change of Control Offer as described in Section 4.15 of the Indenture, failure to make a Net Proceeds Offer as described in Section 4.10 of the Indenture or a default in the observance or performance of the covenants described in Sections 4.7, 4.9 or 5.1, which default continues for a period of 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except with respect to Section 5.1, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of any of the following events: the default for 30 days in payment when due of interest on the Notestime requirement); the default in payment when due of the principal of or premium, if any, on the Notes; (iv) the failure by the Company to comply with Section 4.17 any other covenant or agreement contained in the Indenture which default continues for a period of the Indenture; the failure by 45 days after the Company or any of the Restricted Subsidiaries for 60 days after receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of not less than at least 25% of the aggregate outstanding principal amount of the then outstanding Notes Notes; (including Additional Notes, if anyv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted SubsidiarySubsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 3020-day period described above has passedelapsed), equals aggregates $200.0 10.0 million or more at any time; the failure by (vi) one or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged in writing) shall have been rendered against the Company or any of its Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which Subsidiaries and such judgments remain unpaidundischarged, undischarged unpaid or unstayed for a period of 60 daysdays after such judgment or judgments become final and non-appealable; (vii) certain events of bankruptcy or insolvency with respect to affecting the Company or any Restricted Subsidiary that is of its Significant Subsidiaries as described in the Indenture; or (viii) any Guarantee of a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason Subsidiary ceases to be in full force and effect, or the Company effect or any Restricted Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Person acting on behalf Guarantee of the Company a Significant Subsidiary is found to be invalid or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of termination of the Indenture or any group release of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeGuarantor from its Guarantee in accordance with the terms of the Indenture). If any other an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes may declare all the Notes to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Holders of Notes may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except is not obligated to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, the Notes or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder Guarantees unless it has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or received indemnity satisfactory to it against any costsit. The Indenture permits, expenses and liabilities subject to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day periodcertain limitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes do not give to direct the Trustee a direction inconsistent with such written requestin its exercise of any trust or power conferred on it. The Trustee may withhold from Holders of a majority in aggregate principal amount Notes notice of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration certain continuing Defaults or waive any existing Default or Event Events of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default it determines in the payment of principal of, premium on, if any, or interest on, the Notesgood faith that withholding notice is in their interest.

Defaults and Remedies. An Events of Default include: (i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise, (iii) the failure of any Issuer, Venator or any other Guarantor to comply with any covenant or agreement contained in the Indenture, which default continues for a period of 90 days after Venator or the Issuers receive a written notice specifying the default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (including any Additional Notes subsequently issued under the Indenture) (except in the case of a default with respect to Section 5.01 or 10.04 of the Indenture, which will constitute an Event of Default with respect to the Notes occurs upon the occurrence such notice requirement but without such passage of time requirement); (iv) default under any agreement governing indebtedness of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premiumVenator, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company any Issuer or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notestheir Significant Subsidiaries, if anythat Default (A) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the is caused by a failure at to pay at final maturity (the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions thereofof time for payment of such indebtedness; or (B) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or results in the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescindedindebtedness prior to its express maturity, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if and in each case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity indebtedness unpaid or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals aggregates $200.0 50.0 million or more at any timeand has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; (v) certain events of bankruptcy affecting Venator or insolvency with respect to either Issuer or (vi) the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, failure of any Note Guarantee shall be held in by Venator or any judicial proceeding to be unenforceable or invalid or shall cease for any reason Significant Subsidiary to be in full force and effect, or effect (other than in accordance with the Company terms of such Note Guarantee and the Indenture) or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing Guarantors denies its obligations liability under its Note GuaranteeGuarantee and such Default continues for 10 days. In Holders may not enforce the case of an Event of Default arising from certain events of bankruptcy Indenture or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waivedpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. 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 Holdersthe Holders of Notes, rescind an acceleration or waive any an existing Default or Event of Default and its respective consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the NotesNotes (including in connection with an offer to purchase). The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required, upon obtaining knowledge of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on on, or Special Interest, if any, with respect to the Notes; the (ii) default in the payment when due of the principal of of, or premium, if any, on on, the NotesNotes when the same becomes due and payable at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; the failure by the Company to comply with Section 4.17 of the Indenture; the (iii) failure by the Company or any of the its Restricted Subsidiaries to comply with Section 5.01 of the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 of the Indenture for 90 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding to comply with any of the other agreements in the Indenture or the Notes; (v) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture for 60 days after written notice from to the Company by the Trustee or the Holders of not less than at least 25% of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notes, if anyvi) to comply with any of its default under certain other agreements in the Indenture, Notes or the Note Guarantees; the failure relating to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or which default results in the acceleration of the final stated maturity of any such Indebtedness prior to its Stated Maturity; (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such accelerationvii) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay certain final judgments aggregating in excess for the payment of $200.0 million, which judgments money that remain unpaid, undischarged or unstayed for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (ix) except as permitted by the Indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary of the Company, or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may by written notice to the Company 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, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, Holders may not enforce the Trustee Indenture or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediatelyexcept as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and or interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interestSpecial Interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written ) if it determines that withholding notice to the Trustee of a continuing Event of Default; is in their interest. The Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of principal of, premium oninterest or premium, if any, or interest Special Interest, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An Event Events of Default with respect to the Notes occurs upon the occurrence of any of the following eventsinclude: the (i) default for 30 days in the payment when due of interest on the Notes; the (ii) default in payment when due of the principal of or premium, if any, on the Notes; the (iii) failure by the Company Suburban Propane for 90 days after notice to comply with the provisions under Section 4.17 10.03 of the Supplemental Indenture; the (iv) failure by the Company Suburban Propane or any of the its Restricted Subsidiaries to comply with any other term, covenant or agreement contained in the Notes or the Supplemental Indenture, other than a default specified in either clause (i), (ii) or (iii) above, and the default continues for a period of 60 days after written notice from of default requiring the Issuers to remedy the same is given to Suburban Propane by the Trustee or by Holders of not less than 25% of the in aggregate principal amount of the Notes then outstanding Notes outstanding; (including Additional Notes, if anyv) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Suburban Propane or any Restricted SubsidiarySubsidiary of Suburban Propane, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed)accelerated, equals aggregates $200.0 30.0 million or more at any time; the failure by the Company (vi) a final judgment or judgments, which is or are non-appealable and non-reviewable or which has or have not been stayed pending appeal or review or as to which all rights to appeal or review have expired or been exhausted, shall be rendered against Suburban Propane or any of its Restricted Subsidiary to pay final Subsidiaries; provided such judgment or judgments aggregating requires or require the payment of money in excess of $200.0 million, which judgments remain unpaid, undischarged 30.0 million in the aggregate and is not covered by insurance or unstayed for a period discharged or stayed pending appeal or review within 60 days after entry of 60 dayssuch judgment; and (vii) certain events of bankruptcy or insolvency set forth in Section 5.01 of the Supplemental Indenture with respect to the Company Suburban Propane, Finance Corp. or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.Significant

Defaults and Remedies. An Event Under the Indenture, Events of Default with respect to include (i) default in the Notes occurs payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the occurrence Company of any of the following events: the its option provided for in paragraph 11 hereof which default in either case continues for 30 days in payment when due of interest on the Notesdays; the (ii) default in payment when due of the principal of or premiumPrincipal Amount at Maturity (or, if anythe Securities have been converted to semiannual coupon notes following a Tax Event, on the Notes; the failure by the Company to comply with Section 4.17 Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, or Purchase Price, in respect of the IndentureSecurities when the same becomes due and payable; the (iii) failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) Guarantor to comply with any of its other agreements in the Indenture, Notes Indenture or the Note GuaranteesSecurities, subject to notice and lapse of time; (iv) (a) failure of the failure Company to pay at final maturity (giving effect to make any payment by the end of any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated period after maturity of any such Indebtedness Debt in an amount (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, taken together with the principal amount of any other such Indebtedness amounts in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating b) below) in excess of $200.0 million10,000,000, which judgments remain unpaid, undischarged or unstayed for (b) an acceleration of Debt has occurred in an amount (taken together with amounts in (a) above) in excess of $10,000,000 because of a period of 60 days; certain events of bankruptcy or insolvency default with respect to such Debt without such Debt having been discharged or such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted Event of Default by the Indenture or the Note Guarantees, any Note Guarantee reason thereof shall be held in deemed not to have occurred; (v) if any judicial proceeding to be unenforceable or invalid or shall cease for any reason Guarantee ceases to be in full force and effecteffect or is declared null and void or any Guarantor denies that it has any further liability under any Guarantee, or gives notice to such effect (other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture) and such condition shall have continued for a period of 30 days after written notice of such failure requiring the Guarantor and the Company to remedy the same shall have been given (x) to the Company by the Trustee or any Restricted Subsidiary or any Person acting on behalf (y) to the Company and the Trustee by the holders of 25% in aggregate principal amount of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from Securities then outstanding; and (vi) certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount Principal Amount at Maturity of the then outstanding Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities becoming due and payable immediately upon the occurrence of such Events of Default. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount Principal Amount at Maturity of the then Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or Event of Default (ii) above) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notesinterests.

Defaults and Remedies. An Events of Default are set forth in the --------------------- Indenture. Upon the happening of any Event of Default with respect to specified in Section 6.01, the Notes occurs Trustee may, and the Trustee upon the occurrence request of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate in principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes Securities shall or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of outstanding Securities may, declare the then outstanding Notes may declare principal of and accrued but unpaid interest, if any, on all the Notes Securities to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a "notice of acceleration" (the "Acceleration Notice"), and the same (i) shall (except as provided in clause (ii) of this sentence) become immediately due and payable or (ii) if there are any amounts outstanding under any of the instruments constituting Designated Senior Debt, will become due and payable upon the first to occur of an acceleration under any of the instruments constituting Designated Senior Debt or five Business Days after receipt by the Company and the Representative of such Acceleration Notice (unless all Events of Default specified in such Acceleration Notice have been cured or waived). Subject If an Event of Default described under clauses (7) or (8) of Section 6.01 with respect to certain limitationsthe Company occurs and is continuing, then such amount will ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of Securities; provided, however, that at any time after a declaration of acceleration with -------- ------- respect to the Securities, the Holders of a majority in aggregate principal amount of the Securities then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written (by notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of Trustee) may rescind and cancel such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holders, rescind an acceleration or waive any existing Default or Event of Default declaration and its consequences under the Indenture, if (i) the rescission would not conflict with any judgment or decreedecree of a court of competent jurisdiction, (ii) all existing Events of Default have been cured or waived except nonpayment of principal or interest on the Securities that has become due solely by such declaration of acceleration, (iii) to the extent the payment of such interest is lawful, interest (at the same rate specified in the Securities) on overdue installments of interest and overdue principal which has become due otherwise than by such declaration of acceleration has been paid, (iv) the Company has paid the Trustee its reasonable compensation and reimbursed the Trustee for its expenses, disbursements and advances and (v) in the event of the cure or waiver of a continuing Default or Event of Default (with respect to the Company) of the type described in Section 6.01(7) or (8), the Trustee has received an Officers' Certificate and an Opinion of Counsel that such Default or Event of Default has been cured or waived. The Holders of a majority in principal amount of the Securities may waive any existing Default or Event of Default under this Indenture, and its consequences, except a default in the payment of the principal of, premium on, if any, of or interest on, the Noteson any Securities.

Defaults and Remedies. An Each of the following is an Event of Default with respect under the Indenture: failure to make the Notes occurs upon the occurrence payment of any of the following events: the default for 30 days in payment when due of interest on the NotesNotes when the same becomes due and payable, and such failure continues for a period of 30 days; failure to make the default in payment when due of the any principal of of, or premium, if any, on on, any of the NotesNotes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; the failure by the Company to comply with Section 4.17 5.01 of the Indenture; failure to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure by that is the Company or any subject of the Restricted Subsidiaries foregoing clauses), and such failure continues for 60 30 days after written notice from is given to the Company by the Trustee or the Holders of not less than 25% of the in aggregate principal amount of the Notes then outstanding Notes (including Additional Notesspecifying such default, if any) to comply with demanding that it be remedied and stating that such notice is a "Notice of Default"; a default under any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt Debt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity, in an aggregate amount greater than $10.0 million or its foreign currency equivalent at the time; any final judgment or judgments for the payment of money in an aggregate amount in excess of $10.0 million (or its foreign currency equivalent at the time) (net of any amounts that a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee reputable and creditworthy insurance company shall have acknowledged liability for in writing) that shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or rendered against the Company Parent or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any Person acting on behalf period of 30 consecutive days during which a stay of enforcement shall not be in effect; any Guarantee of the Company Parent or any a Significant Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken togetheras a whole, would constitute a Significant SubsidiaryRestricted Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such Guarantee) or any Guarantor denies or disaffirms its obligations under its Guarantee; and certain events of bankruptcy, all outstanding Notes will become due and payable immediately without further action insolvency or noticereorganization affecting the Company or any of its Significant Restricted Subsidiaries. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency described in the Indenture, all outstanding Notes shall 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, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, or interest or Special Interest) if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, it determines that withholding notice is in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or their interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, premium on, if any, or interest on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. An 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 clauses (6) or (7) of Section 6.01 of the Indenture with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Issuers or any of the Restricted Subsidiaries for 60 days after written notice from Guarantor) occurs and is continuing, the Trustee or the Holders of not less than 25at least 25.0% of the aggregate in principal amount of the then outstanding Notes may, by written notice to the Issuers, declare all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (including Additional Notes, if any6) to comply with any or (7) of its other agreements in Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount payment of any Indebtedness all amounts that would have been due upon redemption of the Company or any Restricted Subsidiary, or Notes if the acceleration Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 of the final stated maturity Indenture, which, for the avoidance of any such Indebtedness (which acceleration is not rescindeddoubt, annulled or otherwise cured within 30 days shall be 100% of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other Notes at such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated time plus the Applicable Premium (in each case with respect to which calculated as though such date were the 30-day period described above has passedRedemption Date), equals $200.0 million or more at any and accrued and unpaid interest, if any, to, such time; the failure by the Company or any Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect without prejudice to the Company or rights of such Holders to receive any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by further accrued and unpaid interest from such date to the Indenture or date of payment. Notwithstanding the Note Guaranteesforegoing, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company or any Restricted Subsidiary or any Person acting on behalf of the Company or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events under clauses (6) or (7) of bankruptcy or insolvency, Section 6.01 of the Indenture with respect to any of the Company, any Restricted Subsidiary that is a Significant Subsidiary Issuers or any group of Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiaryGuarantor, all outstanding Notes will become due and payable immediately without further action or notice. If , and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other Event event of Default occurs the nature described in clauses (6) or (7) of Section 6.01 of the Indenture, and is continuingirrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the Trustee or Holders payment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at least 25their option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% in aggregate of the principal amount of Notes at such time plus the then outstanding Notes Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Holders may declare all not enforce the Indenture, the Notes to be due and payable immediatelyor any Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, (except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, ) if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written it determines that withholding notice to the Trustee of a continuing Event of Default; Holders of at least 25% is in aggregate principal amount of the then outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or indemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written requesttheir interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may, may on behalf of the Holders of all Holders, rescind an acceleration or of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, Indenture except a continuing Default or Event of Default in the payment of the principal of, premium onpremium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. An Event of Default with respect to the Notes occurs upon the occurrence of any of the following events: the default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company Parent or any of the Restricted Subsidiaries for 60 days after written notice from the Trustee or Holders of not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 50.0 million or more at any time; the failure by the Company Parent or any of Restricted Subsidiary to pay final judgments aggregating in excess of $200.0 50.0 million, which judgments remain unpaid, undischarged or unstayed for a period of 60 days; certain events of bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Company Parent or any Restricted Subsidiary or any Person acting on behalf of the Company Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the CompanyParent, any Restricted Subsidiary that is a Significant Subsidiary or Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notesinterest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee Trustee, indemnity or security reasonably acceptable to it against any costloss, liability or expense incurred in compliance with such requestexpense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have of a Note may pursue any right to institute any proceeding, judicial or otherwise, remedy with respect to the Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy thereunder, Notes unless: such Holder has previously given Trustee written notice to the Trustee of a continuing that an Event of DefaultDefault is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes shall have made make a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under pursue the Indentureremedy; such Holder holder or Holders holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it such Trustee against any costsloss, expenses and liabilities to be incurred in compliance with such requestliability or expense; the Trustee does not comply with such request within 60 days after its receipt of such the request and the offer of security or indemnity; and during such 60 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. 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 Holdersof the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.