Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of the principal amount, premium, if any, interest or Liquidated Damages, if any, in respect of the Notes when the same becomes due and payable subject, in the case of interest and Liquidated Damages, to the grace period contained in the Indenture; (ii) failure by the Company to comply with other agreements in the Indenture or the Notes, subject to notice and lapse of time; (iii) certain events of acceleration prior to maturity of certain indebtedness; (iv) certain final judgments which remain undischarged; (v) certain events of bankruptcy or insolvency; or (vi) certain failures of Subsidiary Guaranties. If 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 generally at the time outstanding, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain Certain events of bankruptcy or insolvency as set forth are Events of Default which will result in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders of the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default amounts specified in complying with the provisions of Article Five of the Indentureclause (i) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesinterests.

Defaults and Remedies. Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company for 30 days after notice to comply with any of its other agreements in the Indenture or the Notes and (v) certain events of bankruptcy or insolvency with respect to the Company. If an 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 generally and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerCompany, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest on, or the principal of, or the premium 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. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Notes generally by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes, the Guarantees or the Notes Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. If an 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 generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Datepremium, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureif any,) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes or a Default or Event of Default in respect of a provision in the premium onIndenture that cannot be amended without the consent of each Holder affected. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the NotesCompany is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include a (i) default in the payment of any interest upon any of the Securities for 30 days or more after such payment is due; (ii) default in the payment of the principal of and premium, if any, on any of the Securities when due; (iii) default by the Company in the performance, or breach, of any of its other covenants in the Indenture which will not have been remedied by the end of a period of 60 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 the outstanding Securities; and (iv) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally Securities may declare all the Notes Securities to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain Certain events of bankruptcy or insolvency as set forth are Events of Default which will result in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become Securities being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders of the Notes Securityholders may not enforce the Indenture or the Notes Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securityholders notice of any continuing Default (except a Default relating to the in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the NotesHolders.

Defaults and Remedies. If an Event of Default (other than an Event of Default relating to certain bankruptcy events as described in the Indenture) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25% in principal amount of the then outstanding Notes generally may by notice to the Issuer and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of and accrued and unpaid interest, if any, on all the outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case If an Event of a Default arising from relating to certain bankruptcy events of bankruptcy or insolvency occurs as set forth provided in the Indenture, with respect to the Issuer or principal and accrued and unpaid interest, if any, on all the Co-Issuer, all outstanding Notes will become and be immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes Trustee or any Holders. Noteholders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Noteholders notice of any continuing Default or Event of Default (except a Default relating to the or Event of Default in payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then total outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if and so long as it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal ofof any Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the premium onacceleration) have been cured or waived. The Issuer and each Subsidiary Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the NotesIssuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such event.

Defaults and Remedies. Events of Default are set forth in the Indenture. If an 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 generally may declare all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium 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. (a) The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuingcontinuing under the Indenture with respect to the Notes, the Trustee or the Holders of at least 25not less than 30.0% in aggregate principal amount of all of the then outstanding Notes generally may may, by notice to the Issuer and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events under clause (vi) or (vii) of bankruptcy or insolvency as set forth in Section 6.01(a) of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. power with respect to the Notes. (b) The Trustee may withhold from the Holders of the Notes notice of any continuing Default (Default, except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Dateinterest, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The In addition, subject to Section 6.05 of the Indenture, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of all of the Notes. (c) Holders of a majority in aggregate principal amount of all the Notes then outstanding outstanding, by notice to the Trustee (with a copy to the Issuer, provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal ofof any Note held by a non-consenting Holder) (including in connection with a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, or the premium on, such Default shall cease to exist with respect to the Notes, and any Event of Default arising therefrom shall be deemed to have been cured with respect to the Notes for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. (d) The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Notes are subject to certain Events of Default as provided in the Indenture. If an any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of a an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency as set forth reorganization described in Section 6.01(i) or 6.01(j) of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenturepremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof or interest or premium on the Notes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, or the premium onand, so long as any Notes are outstanding, the NotesIssuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default, its status and the action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediatelyimmediately by notice in writing to the Issuers specifying the Event of Default. Notwithstanding the foregoing, in the case of a Default arising from certain Certain events of bankruptcy or insolvency as set forth are Events of Default and shall result in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders of the Notes 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 an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating power with respect to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interestNotes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, or the premium on, the Notes. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenture.

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

Defaults and Remedies. An Event of Default is: default in payment of interest on the Notes for a period of 30 days; default in payment of principal on the Notes; failure by the Company for 60 days after notice to it to comply with any of its other agreements in the Indenture or the Notes or, in the case of the failure to comply with certain specified covenants or agreements, without such notice or passage of time; certain defaults under and acceleration prior to maturity of certain other indebtedness of the Company; certain final judgments which remain undischarged; certain events of bankruptcy or insolvency; or a revocation, suspension, termination or involuntary loss of a Gaming License which results in the cessation of operation of the Company's casino business for more than 90 consecutive days. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, except that in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes Noteholders 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Noteholders notice of any continuing Default default (except a Default relating to the default in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company must furnish an annual compliance certificate to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the NotesTrustee.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default pursuant to Section 6.01(g) or (h)) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare the principal of, premium if any, and accrued but unpaid interest on all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoingUpon such a declaration, in the case such principal and interest shall be due and payable. If an Event of a Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth in reorganization of the IndentureCompany occurs, with respect to the Issuer or principal of, premium, if any, and interest on all the Co-Issuer, all outstanding Notes will shall become and be immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes Trustee or any Holders. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may not enforce pursue any remedy with respect to the Indenture or the Notes except as provided unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the Indenture. Subject outstanding Notes have requested the Trustee in writing to certain limitationspursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the then outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may direct refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its exercise of any trust sole discretion against all losses and expenses caused by taking or powernot taking such action. The If a Default occurs and is continuing and is actually known to the Trustee, the Trustee may withhold from Holders must mail to each Holder notice of the Notes Default within the earlier of 90 days after it occurs or 30 days after it is actually known to a Trust Officer or written notice of any continuing Default (except it is received by the Trustee. Except in the case of a Default relating to in the payment of principal of, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Dateany Note, the Net Proceeds Payment Date pursuant to Trustee may withhold notice if and so long as a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default committee of its Trust Officers in complying with the provisions of Article Five of the Indenture) if it good faith determines that withholding notice is in their interestthe interests of the Noteholders. In addition, the Company is required to deliver, to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Event of Default that occurred during the previous year. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company also is required to deliver to the Trustee may on behalf Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default Company is taking or proposes to take in the payment of interest on, or the principal of, or the premium on, the Notesrespect thereof.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders Hold- ers of at least 25% in principal amount of the then outstanding Notes generally may by notice in writing to the Issu- er declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal princi- pal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a De- fault or Event of Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it it, in good faith, determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest oninterest, or the principal of, premium, if any, or the premium interest on, the NotesNotes (including in connection with a Change of Control Offer) or in respect of a covenant or provision of the Indenture which under Article 9 of the Indenture cannot be mod- ified or amended without the consent of the Holder of each outstanding Note affected. The Issuer is re- quired to deliver to the Trustee annually a statement regarding compliance with the Indenture.

Defaults and Remedies. If an Subject to 6.02(b) of the Indenture, 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 then-outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-any Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding by written notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on the premium onNotes or a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the NotesCompany 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 the remedial action the Company proposes to take in connection therewith.

Defaults and Remedies. If an Event of Default (other than an Event of Default specified in clause (f), (g), (h) or (k) of Section 6.01 of the Indenture) occurs and is continuing, the Trustee or then the Holders of at least 25% in aggregate principal amount of the then outstanding Notes generally may Debt Securities may, by written notice, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Debt Securities shall, declare the principal of, premium, if any, accrued interest and any other amounts (including, Additional Amounts and Default Interest, if any), on all the Notes Debt Securities to be immediately due and payable. Upon any such declaration such amounts shall become due and payable immediately. Notwithstanding If an Event of Default specified in clause (f), (g), (h) or (k) of Section 6.01 of the foregoingIndenture occurs and is continuing, in then the case of a principal of, premium, if any, accrued interest and any other amounts (including Additional Amounts and Default arising from certain events of bankruptcy or insolvency as set forth in Interest, if any) on all the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will Debt Securities shall ipso facto become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes may not enforce the Indenture or the Notes Debt Securities except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture or the Debt Securities unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of the Debt Securities then outstanding Notes may to direct the Trustee in its exercise of any trust or power. The Trustee may may, subject to certain exceptions set forth in the Indenture, withhold from Holders of the Notes notice of any continuing Default (except a or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an 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 generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuers and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) 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. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of the principal, premium, if any, or interest on, or any of the principal ofNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, or and the premium onIssuer is required within five Business Days after becoming aware of any Default, to deliver to the NotesTrustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually an Officer’s Certificate regarding compliance with the Indenture, and the Issuer is required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee an Officer’s Certificate specifying such Default and what action the Issuer is taking or proposes to take in respect thereof.

Defaults and Remedies. If an Event of Default occurs (other than certain events of bankruptcy or insolvency) shall occur and is be continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Outstanding Notes generally may declare the unpaid principal of (and premium, if any) and accrued and unpaid interest on all the Notes to be immediately due and payable immediately. Notwithstanding by notice in writing to the foregoing, in Company and the case Trustee specifying the Event of Default and that it is a Default arising from certain "notice of acceleration." Certain events of bankruptcy or insolvency as set forth are Events of Default which will result in the Indentureunpaid principal of (and premium, with respect to if any) and accrued and unpaid interest on all the Issuer or the Co-Issuer, all outstanding Notes will become immediately due and payable without further action any deceleration or noticeother act on the part of the Trustee or Holder. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to certain limitations, Holders of a majority in principal amount all provisions of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment DateIndenture and applicable law, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then Outstanding Notes then outstanding by notice have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. The Trustee may on behalf withhold from Holders notice of the Holders any continuing Default or Event of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default or Event of Default in the payment of interest onprincipal or, premium, if any, or interest on any Note) if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the principal of, or interests of the premium on, the NotesHolders.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an 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 generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, Additional Interest, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture Indenture, except a continuing Default in the payment of interest on, or the principal of, premium, if any, Additional Interest, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five 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. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Base Indenture) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs specified in Sections 6.01(4) and is continuing, the Trustee or the Holders of at least 25% in principal amount 6.01(5) of the Base Indenture occurs, then outstanding Notes generally may declare the principal of and any accrued and unpaid interest on all of the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will shall immediately become due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power, provided, that the Trustee will be entitled to refuse to follow any such direction that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or could, in reasonable likelihood, impose personal liability upon the Trustee, unless the Trustee is offered indemnity satisfactory to it. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer Notes or a Default default in complying with the provisions observance or performance of any of the obligations of the Company under Article Five of the Base Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesbest interests.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Note 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes (other than nonpayment of principal or interest that has become due solely because of acceleration). The Issuer and each Guarantor is required to deliver to the premium onTrustee annually a statement regarding compliance with the Indenture, and the NotesIssuer is required after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes and (iv) certain events of bankruptcy or insolvency with respect to the Company. If an 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 generally and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerCompany, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest on, or the principal of, or the premium 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. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. If Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes generally may declare all the principal amount of the Notes and accrued and unpaid interest on the outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case If an Event of a Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth in reorganization of the IndentureCompany occurs, with respect to the Issuer or principal amount of the Co-Issuer, all Notes and accrued and unpaid interest on the outstanding Notes will shall automatically become due and payable without further action any declaration or notice. Holders other act on the part of the Notes may not enforce the Indenture Trustee or the Notes except as provided in the Indentureany Holders. Subject to Under certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Datecircumstances, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding by notice may rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense. Subject to certain exceptions, no Holder may on behalf pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has given the Trustee written notice of an Event of Default, (ii) Holders of at least 25% in aggregate principal amount of the outstanding Notes have made a written request to the Trustee to pursue the remedy and offered reasonable security or indemnity against any costs, liability or expense of the Trustee, (iii) the Trustee fails to comply with such request within 60 calendar days after receipt of such request and the offer of indemnity and (iv) the Trustee has not received an inconsistent direction from the Holders of all a majority in aggregate principal amount of the outstanding Notes. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the outstanding Notes waive are given the right to direct the time, method and place of any existing Default and its consequences proceedings for any remedy available to the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith; provided, however, that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. No reference herein to the Indenture except a continuing Default and no provision of this Note or of the Indenture shall impair, as among the Company and the Holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the place, at the respective times, at the rate and in the payment of interest on, coin or currency herein and in the principal of, or the premium on, the NotesIndenture prescribed.

Defaults and Remedies. If an 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 generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding sentence, in the case of a an Event of Default arising from certain events clause (8) or (9) of bankruptcy or insolvency as set forth in Section 6.01 of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Amounts that have become due solely because of the acceleration) have been cured or waived. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest, premium or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureAdditional Amounts) if it determines that withholding notice is in their interest. The Except as provided in the Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the interest, premium onor Additional Amounts, if any, on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company will be 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. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Notes generally may by written notice to the Issuer and the Trustee declare all the Notes to be due and payable, whereupon the Notes shall become due and payable immediatelyat the time provided in Section 6.02(a) of the Indenture. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerany Significant Subsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest interest, including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer Offer, or a Default in complying with the provisions of Article Five of the Indenture) if it determines in good faith that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium premium, if any, on, the Notes.

Defaults and Remedies. Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company to comply with Section 5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes; and (v) certain events of bankruptcy or insolvency with respect to the Company. If an 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 generally and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerCompany, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest on, or the principal of, or the premium 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. The Notes are subject to certain Events of Default as provided in the Indenture. If an any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 2530% in principal amount of the then outstanding Notes generally Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of a an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency as set forth reorganization described in Section 6.01(i) or 6.01(j) of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest onthe principal of or premium, if any, or interest on the principal ofNotes. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, or the premium onand, so long as any Notes are outstanding, the NotesIssuers are required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default, its status and the action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, Additional Interest, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, Additional Interest, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an 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 generally by notice to the Issuer may declare the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required to deliver to the Trustee, within thirty (30) days after the occurrence of a Default, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the premium onlapse of time or both would become, an Event of Default, its status and what action the NotesIssuer is taking or proposes to take with respect thereto.

Defaults and Remedies. Events of Default with respect to the Notes of this series are as follows: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes at maturity, upon redemption or otherwise; (iii) failure by the Partnership for 60 days after notice to comply with any of its other agreements in the Indenture; and (iv) certain events of bankruptcy or insolvency with respect to the Partnership. If an any Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes generally of this series may declare all the Notes of this series to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerPartnership, all outstanding Outstanding Notes will of this series shall ipso facto become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. The If and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes of this series then outstanding by notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes of this series waive any existing past Default or Event of Default and its consequences under the Indenture consequences, except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, on the premium onNotes of this series or except as otherwise specified in Section 6.06 of the Base Indenture. The Partnership is required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and the NotesPartnership is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee an Officers’ Certificate specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01(a) of the Indenture. If an 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 generally may by notice to the Issuer declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under each of the Senior Credit Facilities. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

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

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer) occurs under the Indenture and is continuing, the Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then total outstanding Notes) or the Holders of at least 25% in principal amount of the then total outstanding Notes generally may declare the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (or Event of Default, except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Dateinterest, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except except, a continuing Default or Event of Default in the payment of the interest on, on or the principal ofof any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, or and the premium onIssuer is required within 30 days after becoming aware of any Default, to deliver to the NotesTrustee a statement specifying such Default.

Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(6) and 6.01(7) of the Indenture) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs specified in Sections 6.01(6) and is continuing, the Trustee or the Holders of at least 25% in principal amount 6.01(7) of the Indenture occurs, then outstanding Notes generally may declare the principal of and any accrued and unpaid interest on all of the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will shall immediately become due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer Notes or a Default default in complying with the provisions observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesbest interests.

Defaults and Remedies. If an 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 generally may declare all the Notes and any remaining Escrowed Interest to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes plus any remaining LC Amount will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium 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. If an any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately, together with all accrued and unpaid interest, and premium, if any, thereon. Notwithstanding the foregoingpreceding, if an Event of Default specified in clause (i) or (j) of Section 6.01 of the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, Indenture occurs with respect to the Issuer Company, Finance Corp., any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary of the Company or any group of Restricted Subsidiaries of the Co-IssuerCompany that, taken together, would constitute a Significant Subsidiary of the Company, all outstanding Notes will shall become due and payable without further action or notice, together with all accrued and unpaid interest, and premium, if any, thereon. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenturepremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium or interest on, the Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes generally by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is 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 Issuer proposes to take with respect thereto.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization specified in the Indenture with respect to the Parent Guarantor, the Company or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate * Not to be included for Exchange Notes. principal amount of the then outstanding Notes generally may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately. Notwithstanding the foregoing, by a notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer or Company (and to the Co-IssuerTrustee if given by the Holders of the Notes) and upon any such declaration, all outstanding Notes will such principal, premium, if any, and interest shall become due and payable without further action or noticeimmediately. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default and its consequences under the Indenture except a Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating Company is required to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice deliver to the Trustee may on behalf of annually a statement regarding compliance with the Holders of all of the Indenture, and, so long as any Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium onare outstanding, the NotesCompany is required upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default are set forth in the Indenture. If an 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 generally may declare all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Collateral Documents, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

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

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530.00% in principal amount of the then outstanding Notes generally by written notice to the Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerIssuers, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the Notes then outstanding Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture (except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a nonconsenting Holder). The Issuer is required to, on an annual basis, deliver to the Trustee a statement regarding compliance with the Indenture, and the Issuer is required within thirty (30) days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and what actions the Issuers are taking or proposes to take with respect thereto.

Defaults and Remedies. Events of Default are specified in the Indenture. In the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization, with respect to the Issuers, all outstanding Notes will become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold notice of any continuing Default or Event of Default from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, interest, premium or Additional Interest, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may may, on behalf of the Holders of all of the Notes waive any existing Default Holders, rescind an acceleration and its consequences under consequences, if the Indenture rescission would not conflict with any judgment or decree and if all existing Events of Default (except a continuing Default in nonpayment of principal, interest or premium and Additional Interest, if any, that has become due solely because of the payment of interest on, acceleration) have been cured or the principal of, or the premium on, the Noteswaived.

Defaults and Remedies. If Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) of the Indenture with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes generally may may, by written notice to the Trustee and the Company, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all the principal of and accrued interest on all Notes to be immediately due and payable immediatelyand (i) such amounts shall become immediately due and payable or (ii) if there are any amounts outstanding under or in respect of any Credit Facility, such amounts shall become due and payable upon the first to occur of an acceleration of amounts outstanding under or in respect of such Credit Facility or five Business Days after receipt by the Company and the representative of the holders of Indebtedness under or in respect of the Credit Facility, of notice of the acceleration of the Notes. Notwithstanding If an Event of Default specified in Section 6.01(6) or (7) of the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, Indenture occurs with respect to the Issuer or Company, the Co-Issuerprincipal amount of and interest on, all outstanding Notes will shall ipso facto become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesinterests.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Required Holders of at least 2530% in aggregate principal amount of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes generally may declare all of the Notes affected series to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, Additional Interest, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding Required Debt by notice to the Trustee may on behalf of the Holders of all of the Notes Required Debt waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal ofof any Note held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, or and the premium onIssuer is required within five Business Days after becoming aware of any Default, to deliver to the NotesTrustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. If an any Event of Default set forth in the Indenture occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of a an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth reorganization described in the Indenture, Indenture with respect to the Issuer Company or the Co-IssuerOperating Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenturepremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof or premium or interest on the Notes and except for provisions requiring the consent of each affected Holder under Section 10.02 of the Indenture. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, or the premium onand, so long as any Notes are outstanding, the NotesIssuers 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. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Sections 6.01(4) and 6.01(5) of the Indenture) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs specified in Sections 6.01(4) and is continuing, the Trustee or the Holders of at least 25% in principal amount 6.01(5) of the Indenture occurs, then outstanding Notes generally may declare the principal of and any accrued and unpaid interest on all of the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will shall immediately become due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power, provided, that the Trustee will be entitled to refuse to follow any such direction that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability, unless the Trustee is offered indemnity satisfactory to it. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer Notes or a Default default in complying with the provisions observance or performance of any of the obligations of the Company under Article Five of the Base Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesbest interests.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of, or any of the premium onNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the NotesIssuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. Events of Default are set forth in the Indenture. If an 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 generally may declare all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will shall become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture and the Collateral Documents, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. If an Event of a Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Security Documents, Intercreditor Agreement or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee or Noteholder Collateral Agent in its exercise of any trust or power. The Trustee and Noteholder Collateral Agent may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Fundamental Change of Control Payment Purchase Date, or payment in connection with a Conversion Event, on the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five Seven of the Indenture) if it determines they determine that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, immediately by notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer or Company specifying the Co-Issuer, all outstanding Notes will become due and payable without further action or noticeEvent of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureLiquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Required Holders of at least 2530% in aggregate principal amount of the Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, Additional Interest, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding Required Debt by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, Additional Interest, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. If an 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 generally may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indentureinsolvency, with respect to Finance Corp., ▇▇▇▇▇ Energy Partners or any Restricted Subsidiary of ▇▇▇▇▇ Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of ▇▇▇▇▇ Energy Partners that, taken together, would constitute a Significant Subsidiary, the Issuer or the Co-Issuerprincipal of and accrued and unpaid interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest, or premium, if any. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, or the premium on, 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. In the case of an Event of Default arising from events of bankruptcy or insolvency specified in clause (9) or (10) of Section 601 of the Supplemental Indenture, all Outstanding Notes will become due and payable immediately without further action or notice. If an 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 Outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, immediately by notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer or Company specifying the Co-Issuer, all outstanding Notes will become due and payable without further action or noticeEvent of Default. 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 may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it and so long as the Trustee in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes waive any existing Default past default and its consequences under the Indenture Indenture, except a continuing Default default in the payment of interest or any premium on, or the principal of, the Notes and except as provided in Section 613(2) of the Supplemental Indenture. The Holders of a majority in aggregate principal amount of the then Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the premium onIndenture, or that may involve the Trustee in personal liability, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Defaults and Remedies. This Note and the other Notes have the Events of Default as set forth in Section 6.01 of the Indenture. If an Event of Default (other than an Event of Default specified in Section 6.01(a)(viii) or (ix) of the Indenture) occurs and is continuing, the Trustee or the registered Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding Notes generally may by written notice to the Issuer (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare all this Note and the Notes other Notes, and any Additional Amounts and accrued interest, to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain Certain events of bankruptcy or insolvency as set forth are Events of Default and shall result in this Note and the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding other Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders of the Notes may not enforce the Indenture Indenture, this Note, the other Notes or the Notes Security Documents except as provided in the Indenture. The Trustee and the Security Agent may refuse to enforce the Indenture, this Note or the other Notes unless it receives security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitations, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee and the Security Agent in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf rescind any acceleration and its consequence if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of such acceleration. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, to the provisions of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the NotesIndenture.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon prepayment or otherwise; and (iii) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 50% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the Indenture and the Notes; or (iv) the events of bankruptcy or insolvency specified in the Indenture with respect to the Company or any of its Significant Subsidiaries. If an any Event of Default specified in clause (i) or (ii) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediatelypayable. If any Event of Default specified in clause (iii) occurs and is continuing, the Trustee or the Holders of at least 50% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain the events of bankruptcy or insolvency as set forth specified in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium on, the Notes. The Trustee (in the event Holders of a majority in aggregate principal amount of the Notes then outstanding have not declared the Notes to be due and payable immediately) or Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within 10 days of an 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. If an 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 generally may may, except under the conditions specified in Section 6.02(c) of the Indenture, declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer Issuer, any Guarantor that is a Significant Subsidiary or the Co-Issuerany group of Guarantors that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the this Indenture or the Notes except as provided in the this Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the this Indenture except a continuing Default or Event of Default in the payment of interest or premium or additional interest, if any, on, or the principal of, the Notes or a Default or Event of Default in the premium on, Issuer’s obligations to deliver the consideration due upon conversion of the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with this Indenture, and the Issuer 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 is: default for 30 days in payment of interest on the Notes; default in payment of principal on the Notes when due; failure by the Company for 60 days after appropriate notice to it to comply with any of its other agreements contained in the Indenture or the Notes; default by the Company or any Subsidiary with respect to its obligation to pay principal of or interest on indebtedness for borrowed money aggregating more than $20.0 million or the acceleration of such indebtedness if not withdrawn within 15 days from the date of such acceleration; and certain events of bankruptcy, insolvency or reorganization of the Company or any of its Significant Subsidiaries. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Notes generally may declare all unpaid principal of and accrued interest to the date of acceleration on the Notes then outstanding to be due and payable immediately. Notwithstanding , all as and to the foregoing, extent provided in the case Indenture. If an Event of Default occurs as a Default arising from result of certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerreorganization, all unpaid principal of and accrued interest on the Notes then outstanding Notes will shall become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders of the Notes 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 principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of Company is required to file periodic reports with the Notes then outstanding by notice Trustee as to the Trustee may on behalf absence of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesdefault.

Defaults and Remedies. Under the Indenture, Events of Default include (a) default for 30 days in payment of interest on the Notes; (b) default in payment of principal on the Notes when due; (c) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (d) certain accelerations of other Indebtedness of the Company if the amount accelerated (or so unpaid) exceeds $30.0 million; (e) certain events of bankruptcy or insolvency with respect to the Company and any Restricted Subsidiaries; (f) certain judgments or decrees for the payment of money in excess of $30.0 million; and (g) certain defaults with respect to Guarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain Certain events of bankruptcy or insolvency as set forth are Events of Default which will result in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the NotesHolders.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, in each case, by notice to the Company, may declare the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case If an Event of a Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth in reorganization of the IndentureCompany occurs, with respect to the Issuer or principal of, premium, if any, and interest on all the Co-Issuer, all outstanding Notes will shall become immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes may not enforce Trustee or any Holders. Under certain circumstances, the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee in its exercise of writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any trust loss, liability or power. The expense, (iv) the Trustee may withhold from Holders has not complied with such request within 60 days after the receipt of the Notes notice request and the offer of any continuing Default security or indemnity and (except a Default relating to v) the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the outstanding Notes then have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding by notice Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may on behalf refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Holders of all of the Notes waive Trustee in personal liability. Prior to taking any existing Default and its consequences action under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium onIndenture, the NotesTrustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. The Events of Default relating to the 2017 B Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the 2017 B Notes or the Notes 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 may withhold from Holders of the 2017 B Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 2017 B Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the 2017 B Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of, or any of the premium on2017 B Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the NotesIssuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) of the Indenture with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all of the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, the Required Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The only Events of Default with respect to the Subordinated Notes are set forth in Article V of the Base Indenture. If an Event of Default with respect to the Subordinated Notes occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Outstanding Subordinated Notes generally may declare the principal amount of, premium, if any, and all accrued but unpaid interest, if any, on all the Subordinated Notes to be due and payable immediately, by a written notice to the Company (and to the Trustee, if given by Holders), and upon such a declaration the principal amount (or specified amount), premium and interest of the Subordinated Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case if an Event of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or Subordinated Notes occurs as a result of the Co-Issuerhappening of any event of the kind specified in the first sentence of the second paragraph of Section 1501 of the Base Indenture involving the Company, the principal of all outstanding Notes will Outstanding Subordinated Notes, premium, if any, and any interest accrued thereon shall become due and payable immediately without any further action on the part of the Trustee or noticethe Holders. Holders of the Notes may not enforce the Subordinated Indenture or the Subordinated Notes except as provided in the Subordinated Indenture. Subject to certain limitations, Holders of not less than a majority in principal amount of the then outstanding Outstanding Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Subordinated Notes notice of any continuing Default default under the Subordinated Indenture (except a Default default relating to the payment of principal of, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureSubordinated Notes) if it determines that withholding notice is in their interest. The Holders of note less than a majority in aggregate principal amount of the Outstanding Subordinated Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Subordinated Notes waive any existing Default and past default or its consequences under the Indenture Subordinated Indenture, except a continuing Default default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the Subordinated Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Subordinated Indenture, and the Company is required to give prompt written notice to the Trustee of any insolvency, bankruptcy, receivership, conservatorship, reorganization, readjustment of debt, marshaling of assets and liabilities or similar proceedings or any liquidation, dissolution or winding-up or relating to the Company as a whole, whether voluntary or involuntary, or of any default with respect to any Senior Indebtedness that would prevent the Trustee from making any payment in respect of the Subordinated Notes under Section 1501 (Agreement to Subordinate) of the Base Indenture.

Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, immediately by notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer or Company specifying the Co-Issuer, all outstanding Notes will become due and payable without further action or noticeEvent of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureLiquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. The Events of Default relating to the Series A Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of the Series A Notes may not enforce the Indenture Indenture, the Series A Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Series A Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Series A Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Series A Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Series A Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, premium, if any, or the principal of, or any of the premium onSeries A Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the NotesIssuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee and the Collateral Agent annually a statement regarding compliance with the Indenture, and the Issuer is required, after becoming aware of any Default, to deliver to the Trustee and the Collateral Agent a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. (a) The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25not less than 30.0% in aggregate principal amount of all of the then outstanding Notes generally may may, by notice to the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and the Trustee, in either case, specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events under clause (vi) or (vii) of bankruptcy or insolvency as set forth in Section 6.01(a) of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. . (b) The Trustee may withhold from the Holders of the Notes notice of any continuing Default (Default, except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Dateinterest, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The In addition, subject to Section 6.05 of the Indenture, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of all of the Notes. (c) Holders of a majority in aggregate principal amount of all the Notes then outstanding outstanding, by notice to the Trustee (with a copy to the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers), provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuers or the Escrow Issuers, as applicable) may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal ofof any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. (d) The Issuer (and, prior to the Escrow Release Date, the Escrow Issuer) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer or the premium onEscrow Issuer, as applicable, shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuers (and, prior to the Escrow Release Date, the NotesEscrow Issuers) propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an 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 generally by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest on all the then outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in of the Indenture, with respect to the Issuer or the Co-Issuer, the principal of, premium, if any, and interest on all the then outstanding Notes will shall ipso facto become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders of the Notes may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture Indenture, except a continuing Default in the payment of interest on, or the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided that subject to Section 6.02 of the Indenture, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required to deliver to the Trustee, within 30 days after the occurrence of a Default, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the premium onlapse of time or both would become, an Event of Default, its status and what action the NotesIssuers are taking or propose to take with respect thereto.

Defaults and Remedies. If an 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 generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events specified in clause (10) or (11) of bankruptcy or insolvency as set forth in Section 6.01 and of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Datepremium, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureif any,) if it determines that withholding notice is in to their interestbenefit. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, or the premium 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. (a) The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (vi) or (vii) of Section 6.01(a) of the Indenture) occurs and is continuingcontinuing under the Indenture with respect to the Notes, the Trustee or the Holders of at least 25not less than 30.0% in aggregate principal amount of all of the then outstanding Notes generally may may, by notice to the Issuer and the Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration”, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, such principal of and premium, if any, and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events under clause (vi) or (vii) of bankruptcy or insolvency as set forth in Section 6.01(a) of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of all the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. power with respect to the Notes. (b) The Trustee may withhold from the Holders of the Notes notice of any continuing Default (Default, except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Dateinterest, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The In addition, subject to Section 6.05 of the Indenture, the Trustee will have no obligation to accelerate the Notes if in the judgment of the Trustee acceleration is not in the interests of the Holders of all of the Notes. (c) Holders of a majority in aggregate principal amount of all the Notes then outstanding outstanding, by notice to the Trustee (with a copy to the Issuer, provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal ofof any Note held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). Upon any such waiver, or the premium on, such Default shall cease to exist with respect to the Notes, and any Event of Default arising therefrom shall be deemed to have been cured with respect to the Notes for every purpose of the Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. (d) The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer shall promptly (which shall be no more than 20 Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile transmission an Officer’s Certificate specifying such event and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. If Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) of the Indenture with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then outstanding Notes generally may may, by written notice to the Trustee and the Company, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare all the principal of and accrued interest on all Notes to be immediately due and payable immediately. Notwithstanding payable; PROVIDED, HOWEVER, that after such acceleration but before judgment or decree based on such acceleration is obtained by the foregoingTrustee, in the case Holders of a majority in aggregate principal amount of the outstanding Notes may rescind and annul such acceleration and its consequences if all existing Events of Default, other than the nonpayment of principal, premium or interest that has become due solely because of the acceleration, have been cured or waived and if the rescission would not conflict with any judgment or decree. If an Event of Default arising from certain events specified in Section 6.01(6) or (7) of bankruptcy or insolvency as set forth in the Indenture, Indenture occurs with respect to the Issuer or Company, the Co-Issuerprincipal amount of and interest on, all outstanding Notes will shall IPSO FACTO become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesinterests.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an 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 generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, Additional Interest, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, Additional Interest, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five (5) 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. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, in each case, by notice to the Issuer, may declare the principal of, and accrued but unpaid interest on, all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case If an Event of a Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth in the Indenture, with respect to reorganization of the Issuer or occurs, the Co-Issuerprincipal of, and interest on, all outstanding the Notes will shall become immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes may not enforce Trustee or any Holders. Under certain circumstances, the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee in its shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal or interest including an accelerated payment when due, no Holder may pursue any remedy with respect to the Indenture or the failure to make a payment on Notes unless (i) such Holder has previously given the Change Trustee notice that an Event of Control Payment DateDefault is continuing, (ii) the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default Holders of at least 25% in complying with the provisions of Article Five principal amount of the Indentureoutstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) if such Holders have offered the Trustee security or indemnity reasonably satisfactory to it determines that withholding notice is in their interest. The against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount of the outstanding Notes then have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding by notice Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may on behalf refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Holders of all of the Notes waive Trustee in personal liability. Prior to taking any existing Default and its consequences action under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium onIndenture, the NotesTrustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then outstanding Notes generally Notes, in each case, by notice to the Issuer and Holdings, may declare the Accreted Value of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case If an Event of a Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth in the Indenture, with respect to reorganization of the Issuer or occurs, the Co-IssuerAccreted Value of, premium, if any, and interest on all outstanding the Notes will shall become immediately due and payable without further action any declaration or notice. Holders other act on the part of the Notes may not enforce the Indenture Trustee or the Notes except as provided in the Indentureany Holders. Subject to Under certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Datecircumstances, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount at maturity of the outstanding Notes then outstanding by notice may rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of Accreted Value, premium (if any) or interest when due, no Holder may on behalf pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of all at least 25% in aggregate principal amount at maturity of the outstanding Notes waive have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any existing Default loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and its consequences the offer of security or indemnity and (v) the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in aggregate principal amount at maturity of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or, subject to Section 7.01 of the Indenture, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium onIndenture, the NotesTrustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Requisite Holders of at least 25% in principal amount of may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Guarantees except as provided in the Indenture. Subject to certain limitations, the Requisite Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Requisite Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of all the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an 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 generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect relating to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes 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 may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within ten Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. Events of Default are set forth in the Indenture. If an 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 generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events covered by Section 6.01(9) of bankruptcy or insolvency as set forth in the Indenture, Indenture with respect to the Issuer Company or the Co-Issuerany of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable without further action or noticeimmediately. 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 Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, and interest on the Notes (including in connection with an Asset Sale Offer or Change of Control Offer). The Company and each Subsidiary Guarantor (to the premium onextent that such Subsidiary Guarantor is so required under the TIA) is required to deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto, and so long as any of the Notes are outstanding, the NotesCompany is required upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. If any Event of Default (other than an Event of Default specified under Section 6.01(a)(viii) or (ix) of the Indenture with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may may, and the Trustee at the request of such Holders shall, declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in In the case of a any Event of Default arising from certain the events specified in Section 6.01(a)(viii) or (ix) of bankruptcy or insolvency as set forth in the Indenture, Indenture with respect to the Issuer Company or any Subsidiary Guarantor occurs, the Co-Issuerprincipal of, premium, if any, and accrued and unpaid interest on all outstanding Notes will shall ipso facto become immediately due and payable without further action or noticeNotice. Under certain 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. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may not enforce pursue any remedy with respect to the Indenture or the Notes except as provided unless (1) the Holder gives to the Trustee notice of a continuing Event of Default; (2) the Holders of at least 25% in principal amount of the Indenture. Subject then outstanding Notes make a request to certain limitationsthe Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment power conferred on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of it by the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to However, the Trustee may on behalf refuse to follow any direction that conflicts with law or the Indenture, that the Trustee determines may be unduly prejudicial to the rights of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest onother Holders, or would involve the principal of, or the premium on, the NotesTrustee in personal liability.

Defaults and Remedies. Certain events of bankruptcy or insolvency are Events of Default that will result in the principal amount of the Notes, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If an any other Event of Default with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then outstanding Notes generally may declare the principal amount of all the Notes Notes, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable immediatelyimmediately in the manner and with the effect provided in the Indenture. Notwithstanding the foregoingpreceding sentence, in however, if at any time after such a declaration of acceleration has been made, the case Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Trustee, may rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all existing Events of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer Notes have been cured or the Co-Issuerwaived except nonpayment of principal, all outstanding Notes will premium, if any, or interest that has become due and payable without further action solely by the declaration of acceleration. No such rescission shall affect any subsequent default or noticeshall impair any right consequent thereon. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to may direct the Trustee may on behalf in its exercise of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, trust or the principal of, or the premium on, the Notespower.

Defaults and Remedies. Events of Default are set forth in the Indenture. Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) of the Indenture with respect to the Company, Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or any of their respective Significant Subsidiaries that are Guarantors) occurs and is continuing, then, and in each and every such case, either the Trustee, by notice in writing to the Company, or the Holders of not less than 25% of the principal amount of the Notes then outstanding, by notice in writing to the Company and the Trustee, may declare due and payable, if not already due and payable, the principal of and any accrued and unpaid interest on all of the Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to the contrary notwithstanding. If an Event of Default occurs and is continuing, the Trustee specified in Section 6.01(6) or the Holders of at least 25% in principal amount (7) of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, Indenture occurs with respect to the Issuer Company, Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or any of their respective Significant Subsidiaries that are Guarantors, then the Co-Issuer, principal of and any accrued and unpaid interest on all outstanding of the Notes will shall immediately become due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes 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 principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default default (except a Default relating to the default in payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer Notes or a Default default in complying with the provisions observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notesbest interests.

Defaults and Remedies. The Events of Default relating to the Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case If an Event of a Default arising from certain events of bankruptcy or insolvency as set forth in occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will shall ipso facto become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes of the affected series (voting as a single class) by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or and its consequences under the Indenture with respect to such series of Notes except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the Notes of such series held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within 30 Business Days after becoming aware of any Default with respect to this series of Notes., to deliver to the Trustee a statement specifying such Default and what action the Issuer proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: Delphi Corporation ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ Attention: Treasurer To assign this Note, fill in the form below:

Defaults and Remedies. If any Event of Default (other than an Event of Default specified under Section 6.01(a)(ix) or (x) of the Indenture with respect to the Company or any Subsidiary Guarantor) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may may, and the Trustee at the request of such Holders shall, declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in In the case of a any Event of Default arising from certain the events specified in Section 6.01(a)(ix) or (x) of bankruptcy or insolvency as set forth in the Indenture, Indenture with respect to the Issuer Company or any Subsidiary Guarantor occurs, the Co-Issuerprincipal of, premium, if any, and accrued and unpaid interest on all outstanding Notes will shall ipso facto become immediately due and payable without further action or noticeNotice. Under certain 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. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holders unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may not enforce pursue any remedy with respect to the Indenture or the Notes except as provided unless (1) the Holder gives to the Trustee notice of a continuing Event of Default; (2) the Holders of at least 25% in principal amount of the Indenture. Subject then outstanding Notes make a request to certain limitationsthe Trustee to pursue the remedy; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. Subject to certain restrictions, the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment power conferred on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of it by the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to However, the Trustee may on behalf refuse to follow any direction that conflicts with law or the Indenture, that the Trustee determines may be unduly prejudicial to the rights of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest onother Holders, or would involve the principal of, or the premium on, the NotesTrustee in personal liability.

Defaults and Remedies. The Events of Default relating to the Notes are set forth in Section 6.01 of the Indenture. If an 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 generally may may, subject to certain conditions and limitations set forth in the Indenture, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth described in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders If any Designated Senior Debt is outstanding, the Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of the Notes Indenture. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the IndentureIndenture or the Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing or past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any of the NotesNotes (other than nonpayment of principal or interest that has become due solely because of acceleration) held by a non-consenting Holder. The Company and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Company proposes to take with respect thereto.

Defaults and Remedies. Certain events of bankruptcy or insolvency respecting the Company are Events of Default that will result in the principal amount of the Notes, together with premium, if any, and Interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If an any other Event of Default with respect to the Notes occurs and is continuing, then in every such case the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the Notes then Outstanding may declare the principal amount of all the Notes, together with premium, if any, and Interest thereon, to be due and payable immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, at any time after such a declaration of acceleration has been made, the Holders of a majority in principal amount of the then outstanding Notes generally Outstanding Notes, by written notice to the Trustee, may declare all rescind such declaration and annul its consequences if the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all Events of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer Notes, other than the nonpayment of the principal, premium, if any, or the Co-Issuer, all outstanding Notes will Interest which has become due and payable without further action solely by such declaration acceleration, shall have been cured or noticeshall have been waived. No such rescission shall affect any subsequent default or shall impair any right consequent thereon. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require reasonable indemnity or security 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 Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium on, the Notes.

Defaults and Remedies. If an any Event of Default set forth in the Indenture occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of a an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency as set forth reorganization described in the Indenture, Indenture with respect to the Issuer Company or the Co-IssuerOperating Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest, premium or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureAdditional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal ofof or premium, interest or Additional Interest, if any, on the premium onNotes and except for provisions requiring the consent of each affected Holder under Section 9.02 of the Indenture. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the NotesIssuers 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. In the case of an Event of Default arising from events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then then-outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, immediately by notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer specifying the Event of Default; provided, however, that a Default under Section 6.01(d) of the Indenture shall not constitute an Event of Default until the Trustee notifies the Company or the Co-Issuer, all Holders of at least 25% in principal amount of the outstanding Notes will become due notify the Company and payable without further action or the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Datepremium, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer if any, or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureSpecial Interest, if any) if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or Special Interest, if any, on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default or Event of Default in the payment of the principal of, or premium (if any), interest or Special Interest (if any) on, the Notesa Note.

Defaults and Remedies. Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company for 90 days after notice to comply with any of its other agreements in the Indenture or the Notes other than any agreements with respect to which a failure to observe or perform is dealt with otherwise in the Indenture or Notes or is expressly included in the Indenture or Notes solely for the benefit of a series of notes other than these Notes and (iv) certain events of bankruptcy or insolvency with respect to the Company. Notwithstanding the foregoing, no Event of Default will have occurred under the Notes if the Company fails to file timely any annual report or information, document or other report that it is required to be filed with the SEC. If an 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 generally and other series of Securities affected (treating the Notes and such other series as a single class) may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerCompany, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes and other series of Securities affected (treating the Notes and such other series as a single class) then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest on, or the principal of, or the premium 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. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes generally may declare the principal of, premium, if any, and interest on all of 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 become immediately due and payable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences or Event of Default under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or the premium interest on, any Note held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuers and each Guarantor (to the Notesextent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and the status thereof.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If an any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes generally Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of a an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency as set forth reorganization described in Section 6.01(h) or 6.01(i) of the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenturepremium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default as provided in the payment of interest onIndenture. The Issuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, or the principal ofand, or the premium onso long as any Notes are outstanding, the NotesIssuers 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. If an any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes generally Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of a an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency as set forth reorganization described in Section 6.01(j) or (k) of the Indenture, Indenture with respect to the Issuer Company or the Co-Issuera Subsidiary Guarantor, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture Indenture, the Notes or the Notes Collateral Agreements 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 powerpower conferred on it with respect to the Notes. The Trustee may withhold from Holders of the Notes Holder notice of any continuing Default (except a or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest or premium, if any, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default as provided in the payment Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and within 10 Days of interest on, any of its Officers or any of the principal of, Company’s Officers becoming aware of any Default or the premium onEvent of Default, the NotesCompany is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. In the case of an Event of Default, as defined in the Indenture, arising from certain events of bankruptcy or insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureLiquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium onthat the Company would have had to pay if it then had elected to redeem the Notes pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Defaults and Remedies. Events of Default are set forth in the Indenture. If an 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 generally may declare all the Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuerinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or the premium on, the Notes. The Company and the Note Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company 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. In the case of an Event of Default arising from events of bankruptcy or insolvency specified in clause (9) or (10) of Section 601 of the Supplemental Indenture, all Outstanding Notes will become due and payable immediately without further action or notice. If an 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 Outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, immediately by notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer or Company specifying the Co-Issuer, all outstanding Notes will become due and payable without further action or noticeEvent of Default. Holders of the Notes 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 Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indentureinterest) if it and so long as the Trustee in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes waive any existing Default past default and its consequences under the Indenture Indenture, except a continuing Default default in the payment of interest or any premium on, or the principal of, the Notes and except as provided in Section 613(2) of the Supplemental Indenture. The Holders of at least a majority in aggregate principal amount of the then Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the premium onIndenture, or that may involve the Trustee in personal liability, and may take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Defaults and Remedies. If an 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 generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of a an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-IssuerIssuers, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Additional Interest, if any, on, or the principal of, or the premium 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. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any of the Restricted Subsidiaries 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 an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, immediately by notice in the case of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect writing to the Issuer or Company specifying the Co-Issuer, all outstanding Notes will become due and payable without further action or noticeEvent of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the IndentureAdditional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, or the premium on, the Notes.