Common use of Defaults and Remedies Clause in Contracts

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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect to 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, 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. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power with respect 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 Notespayment of principal or interest, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except except, a continuing Default or Event of Default in the payment of premium, the interest on, on or the principal of, the Notesof any Note held by a non-consenting Holder. The above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within five Business Days after becoming aware of any Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 or Event of Default Holders, rescind an acceleration and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of principal of, premium, interest if any, on, or the principal ofinterest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The above description of Events of Default and remedies is qualified by referenceIssuers are required to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and subject in its entiretythe Issuers are required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as relating to the Notes are set forth in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result described in the Indenture, all outstanding Notes being will become due and payable immediately upon without further action or notice. If any Designated Senior Debt is outstanding, the occurrence Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of such Events of Defaultthe Indenture. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing or past 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, premium, if any, or 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 above description Company and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Company proposes to the more complete description thereof contained in the Indenturetake 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 any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to the Issuer, STBV, any Subsidiary of Default and shall result in the STBV that is a Significant Subsidiary or any group of Subsidiaries of STBV that, taken together, would constitute a Significant Subsidiary of STBV, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on the NotesNotes 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 above description STBV is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and STBV is required, upon becoming aware of Events any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and remedies is qualified by reference, and subject the remedial action STBV proposes to take in its entirety, to the more complete description thereof contained in the Indentureconnection therewith.

Defaults and Remedies. The Notes have the Events of Default as are set forth in Section 6.1 of the Indenture. If an Event of Default occurs shall have occurred and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, premium, if any, and accrued interest on all the Notes to be due and payable immediately by notice in writing to the Company and, if given by the Holders, to the Trustee, specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such respective Events of Default, and the same shall become immediately due and payable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity or security 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 with respect to the Notespower. The Trustee may withhold from Holders notice of any continuing Default (except a majority Default in aggregate payment of principal, premium, if any, or interest) if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interest of the Holders. Notwithstanding clause (c) of the definition of “Event of Default” in the Indenture or any other provision of the Indenture, except as provided in the final sentence of this paragraph, the sole remedy for any failure to comply by the Company with Section 5.4 of the Indenture shall be the payment of liquidated damages as described in the following sentence, such failure to comply shall not constitute an Event of Default, and holders of the Notes shall not have any right under the Indenture or the Notes to accelerate the maturity of the Notes as a result of any such failure to comply. If a failure to comply by the Company with Section 5.4 of the Indenture continues for 60 days after the Company receives notice of such failure to comply in accordance with clause (c) of the definition of “Event of Default” in the Indenture (such notice, the “Reports Default Notice”), and is continuing on the 60th day following the Company’s receipt of the Reports Default Notice, the Company will pay liquidated damages to all holders of Notes at a rate per annum equal to 0.25% of the principal amount of the Notes from the 60th day following the Company’s receipt of the Reports Default Notice to but not including the earlier of (x) the 121st day following the Company’s receipt of the Reports Default Notice and (y) the date on which the failure to comply by the Company with Section 5.4 of the Indenture shall have been cured or waived. On the earlier of the date specified in the immediately preceding clauses (x) and (y), such liquidated damages will cease to accrue. If the failure to comply by the Company with Section 5.4 of the Indenture shall not have been cured or waived on or before the 121st day following the Company’s receipt of the Reports Default Notice, then outstanding the failure to comply by notice the Company with Section 5.4 of the Indenture shall on such 121st day constitute an Event of Default. A failure to comply with Section 5.4 of the Indenture automatically shall cease to be continuing and shall be deemed cured at such time as the Company furnishes to the Trustee may the applicable information or report (it being understood that the availability of such information or report on behalf of the Holders of all of Commission’s XXXXX service (or any successor thereto) shall be deemed to satisfy the Notes waive any existing Default Company’s obligation to furnish such information or Event of Default and its consequences under the Indenture with respect report to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, 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 IndentureTrustee).

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in with respect to the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies what action the Issuer is qualified by reference, and subject in its entirety, taking or proposes to the more complete description thereof contained in the Indenturetake 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 any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to the Issuer, any Subsidiary of Default and shall result in the Issuer that is a Significant Subsidiary or any group of Subsidiaries of the Issuer that, taken together, would constitute a Significant Subsidiary of the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on the NotesNotes 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 above description Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of Events any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and remedies is qualified by reference, and subject the remedial action the Issuer proposes to take in its entirety, to the more complete description thereof contained in the Indentureconnection therewith.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to the Company, any Restricted Subsidiary of Default and shall result in the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premiuminterest or premium or Additional Interest, interest if any, on, or the principal of, the Notes. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events If any Event of Default as set forth in Section 6.1 of the Indenture. If Default, other than an Event of Default relating to bankruptcy, insolvency, reorganization or similar events of the Company, with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Principal Amount of the then outstanding Notes may declare the Principal Amount of all the Notes and interest accrued thereon to be due and payable immediately by notice in writing immediately. If an Event of Default relating to bankruptcy, insolvency, reorganization or similar events of the Company specifying shall occur, the Event Principal Amount of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being and interest accrued thereon will become immediately due and payable immediately upon without any declaration or other action on the occurrence part of such Events of Defaultthe 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 refuse to enforce the Indenture or withhold from Holders of the Notes unless 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 receives an indemnity reasonably satisfactory to itdetermines that withholding notice is in their interest. Subject The Indenture permits, subject to certain limitationslimitations therein provided, Holders of not less than a majority in principal amount aggregate Principal Amount of the then outstanding Notes may Outstanding Securities of any Series to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power conferred on the Trustee, with respect to the NotesSecurities of such Series. The Holders of a majority in aggregate principal amount 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 with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, of or interest on the Notes or in respect of a covenant or provision of the Indenture which cannot be amended or modified without the consent of all Holders of 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. The Notes have the Events of Default as set forth include: (a) default for 30 days in the payment when due of interest on the Securities; (b) default in payment when due of principal of or premium, if any, on the Securities; (c) failure by the Company to comply with Section 6.1 5.01 of the Indenture; (d) failure by the Company for 60 days to comply with certain other agreements in this Indenture or the Securities; (e) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (f) except as permitted by the Indenture, any applicable Security Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Security Guarantee. 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 Securities may declare all the Notes Securities to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in involving the Notes being Company, all outstanding Securities will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the this Indenture or the Notes Securities 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 Securities may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes Securities waive any existing Default or Event of Default and its consequences under the this 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, the NotesSecurities. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with this Indenture, and subject in its entiretythe Company is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in with respect to the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) 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 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes held by a nonconsenting Holder. The above description Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within thirty (30) Business Days after becoming aware of Events of any Default, unless such Default has been cured, waived or is no longer continuing within such 30-day period, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 6.01 of the Indenture. If an Except as otherwise provided in the Indenture, if any Event of Default occurs and is continuingcontinuing (other than an Event of Default arising from certain events of bankruptcy or insolvency), the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. Except in the case of a Default relating to the payment of principal, premium, if any, or interest, the Trustee may withhold from Holders of the Notes notice of any continuing Default if and so long as a Responsible Officer of the Trustee in good faith determines that withholding notice is in the interests of the Holders of the Notes. 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 Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuers propose to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth arising from certain events of bankruptcy, insolvency or reorganization specified in Section 6.1 of the IndentureIndenture with respect to 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 principal amount of the then outstanding Notes may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately immediately, by a notice in writing to the Company specifying (and to the Event of Default. Certain events of bankruptcy or insolvency are Events of Default Trustee if given by the Holders) and upon any such declaration, such principal, premium, if any, and interest shall result in the Notes being become due and payable immediately upon immediately. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the occurrence 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 or Event of Default under the Supplemental Indenture or any other provision of the Indenture with respect to the Notes and its consequences under the Indenture except a Default or Event of 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 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 Events of Defaultmodification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect to the Notesconferred on it. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company is required to deliver 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 annually a statement regarding compliance with the Indenture with respect to the Notes, and, so long as any Notes except a continuing are outstanding, the Company is required upon certain Officers becoming aware of any Default or Event of Default in the payment of premium, interest on, or the principal of, the Notes. The above description of Events of Default and remedies is qualified by reference, and subject in its entiretyDefault, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in with respect to the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes, the Guarantees or the Notes Security Documents 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies what action the Issuer is qualified by reference, and subject in its entirety, taking or proposes to the more complete description thereof contained in the Indenturetake 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 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 immediately by notice at the time provided in writing to Section 6.02 of the Company specifying Indenture. Notwithstanding the foregoing, in the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result as set forth in the Indenture, with respect to the Issuer or any Significant Subsidiary, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. 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 at least a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal or interest, including an accelerated payment or the failure to make a payment on the Change of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer, or a Default in complying with the provisions of Article Five of the Indenture) if it determines in good faith that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the 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, if any, 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. 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 immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the Event case of Default. Certain a Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment 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 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. The Notes have Under the Events Indenture, an Event of Default as set forth includes: (i) default for 30 days in Section 6.1 payment of any interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; and (iv) certain events of bankruptcy, insolvency or reorganization of the IndentureCompany. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Notes may declare all unpaid principal to the date of acceleration on the Notes then outstanding to be due and payable immediately by notice in writing immediately, all as and to the Company specifying extent provided in the Indenture. If an Event of Default. Certain Default occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default and shall result in the Company, unpaid principal of the Notes being then outstanding shall become due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to itNotes. 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 power. The Trustee may withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company is required to file periodic reports with respect the Trustee as to the Notes. The Holders absence 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, 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 Indenturedefault.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal or interest or premium, if 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 with respect to the Notes except a continuing Default or Event of Default in the payment of interest or premium, interest if any, on, or the principal of, the NotesNotes or a Default or Event of Default in respect of a provision in the Indenture that cannot be amended without the consent of each Holder affected. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of Default as set forth in Section 6.1 of the Indenture. If an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then then-outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitationslimitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding by notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default or Event of Default Holders, rescind an acceleration and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of principal of, premium, interest if any, on, or the principal ofinterest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and subject in its entiretythe Company is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 or Event of Default Holders, rescind an acceleration and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of principal of, premium, interest if any, on, or the principal ofinterest, if any, on, the Notes (including in connection with an offer to purchase any Notes). The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and subject in its entiretythe Company is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of Default as set forth in Section 6.1 of the Indenture. If an Event of Default specified in the Indenture arising from certain events of bankruptcy or insolvency with respect to the Parent, the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default specified in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect 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 Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes Holders, rescind an acceleration or waive any an existing Default or Event of Default and its consequences under the Indenture with respect except as provided in the Indenture. The Issuers are required to deliver to the Notes except a continuing 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 in the payment of premium, interest on, or the principal of, the Notes. The above description of Events of Default and remedies is qualified by reference, and subject in its entiretyDefault, to deliver to the more complete description thereof contained in the IndentureTrustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 may declare all the Notes to be due and payable immediately immediately. Notwithstanding the preceding sentence, in the case of an Event of Default arising from clause (8) or (9) of Section 6.01 of the Indenture, all outstanding Notes will become due and payable without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice in writing to the Company specifying Trustee may on behalf of all of the Event Holders of Default. Certain events of bankruptcy the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or insolvency are decree and if all existing Events of Default and shall result in (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 being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal, interest, premium or Additional Amounts) if it determines that withholding notice is in their interest. The Except as provided in the Indenture, the Holders of a majority in aggregate principal amount of the 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 interest, premium or Additional Amounts, if any, on the Notes. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company will be required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

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 with respect to the Notes occurs and is continuingcontinuing (other than an Event of Default relating to certain events of bankruptcy and similar matters with respect to the Issuer, any Significant Subsidiary or any group of the Issuer’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), the Trustee or the Holders of at least 25% in principal amount of Notes then outstanding, by written notice to the then outstanding Notes Issuer (and to the Trustee, if such notice is given by the Holders), may declare the principal amount of, and accrued and unpaid interest on, all the Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately by notice in writing to the Company specifying the immediately. If an Event of Default. Certain Default relating to certain events of bankruptcy and similar matters with respect to the Issuer, any Significant Subsidiary or insolvency are Events any group of Default the Issuer’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, the principal amount of, and shall result in accrued and unpaid interest on, all the Notes being shall ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder. Holders of Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Subject to the terms of the Indenture, the Trustee may refuse is not obligated to enforce exercise any of its rights or powers under the Indenture unless the Holders have offered security or the Notes unless it receives an indemnity reasonably satisfactory to itthe Trustee. Subject The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in principal amount of the Notes then outstanding Notes may to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise or of exercising any trust or power conferred on the Trustee with respect to the Notes. The Trustee may withhold from Holders of a majority in aggregate principal amount Notes notice of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing continuing 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 onprincipal, or the principal ofpremium if any, or accrued and unpaid interest with respect to the Notes. The above description ) in accordance with the provisions of Events the Indenture if a committee of Default and remedies the Trustee’s Trust Officers in good faith determines that withholding notice is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indentureinterest of the Holders.

Defaults and Remedies. The Notes have the Events of Default as set forth include: default in Section 6.1 payment of principal of or premium on the Notes at maturity, or upon acceleration, redemption or otherwise; default in payment of interest on any Note for 30 days; certain defaults under other Indebtedness; failure by the Company or its Subsidiaries for 30 days after written notice to it from the Trustee or Holders of at least 25% in principal amount of the Indenturethen outstanding Notes, to comply with any of the other agreements or covenants in or provisions of the Indenture or the Notes; certain events of bankruptcy or insolvency with respect to the Company and its Significant Subsidiaries; certain final judgments that remain undischarged for 60 days after being entered; any Guarantee of a Significant Subsidiary ceases to be in full force and effect; and any Guarantor that is a Significant Subsidiary shall deny its obligations under its Guarantee. If an Event of Default occurs and is continuingcontinuing (and has not been waived in accordance with the provisions of the Indenture), the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be immediately due and payable for an amount equal to 100% of the principal amount of the Notes plus accrued interest to the date of payment, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes become due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy without further action or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultnotice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to itNotes. 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 with respect to the Notespower. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf withhold from Holders notice 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 (except a Default or an Event of Default in the payment of principal, premium, interest onif any, or the principal of, the Notesinterest) if and so long as a committee of its Responsible Officers determines in good faith that withholding notice is in their interests. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety, Company must furnish an annual compliance certificate to the more complete description thereof contained in the IndentureTrustee.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of the principal, premium, if any, or interest on, or any of the principal of, the NotesNotes held by a non-consenting Holder. The above description 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 Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake 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 a Default occurs and is continuing, the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding Notes generally may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the Event case of Default. Certain a Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result as set forth in the Indenture, with respect to the Issuer or any Significant Subsidiary, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout 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. 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 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 with respect conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal or interest including an accelerated payment or the failure to make a payment on the Change of Control Purchase Date, on the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default in complying with the provisions of Article Seven of the Indenture) if and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in the interest of the Holders. The Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding (which may include consents obtained in connection with a tender offer or exchange offer of Notes) by notice to the Trustee may on behalf of 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. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, the NotesNotes (other than nonpayment of principal or interest that has become due solely because of acceleration). The above description Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, premium, if any, Additional Interest, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake 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 (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Defaultpayable. Certain events of bankruptcy or insolvency are Events of Default Upon such a declaration, such principal and shall result in the Notes being interest will be due and payable immediately upon immediately. However, if any Designated Senior Indebtedness of the occurrence Company is outstanding, the Company may not pay the Notes until five Business Days after such holders or the Representative of such Events Designated Senior Indebtedness receives notice of Default. Holders such acceleration and, thereafter, may not enforce pay the Notes only if the subordination provisions of the Indenture otherwise permit payment at that time. If an Event of Default relating to specified events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Notes except as provided in will become immediately due and payable without any declaration or other act on the Indenturepart of the trustee or any Holders. The Trustee may refuse to enforce Under certain circumstances, 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 rescind any trust or power such acceleration with respect to the NotesNotes and its consequences. The No Holder of any Note shall have any right, by virtue or by availing of any provision of the Indenture, to institute any action or proceeding at law or in equity or in bankruptcy or otherwise with respect to the Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy under the Indenture, unless such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof and the Holders of a majority not less than 25% in aggregate principal amount of the Notes then outstanding by notice Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee under the Indenture and shall have offered to the Trustee security or indemnity reasonably satisfactory to it as it may on behalf require, against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Holders of all a majority in principal amount of the Notes waive then Outstanding. No one or more Holders of Notes shall have any existing Default right in any manner whatever, by virtue or Event by availing of Default and its consequences any provision of the Indenture, to affect, disturb or prejudice the rights of any other such Holder of Notes, or to obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under the Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment manner provided in the Indenture and for the equal, ratable and common benefit of premium, interest on, or the principal of, all Holders of 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. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Additional Interest, if any, 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 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 in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes except and its consequences (provided such rescission would not conflict with any judgment of a continuing Default or Event court of Default in the payment of premium, interest on, or the principal of, the Notescompetent jurisdiction). The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuers propose to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as are set forth in Section 6.1 of the Indenture. If an any Event of Default occurs with respect to a series of Notes and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of such series may declare all the Notes of such series to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events insolvency, all outstanding Notes of Default and shall result in the Notes being such series will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 writing in its exercise of any trust or power with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes of a series by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the 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, the Notes. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee or the Notes Note Guarantees except as provided in the Indenture. 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any or interest) if 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 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, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder (including in connection with an Asset Sale Offer or a Change of Control Offer). The above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entirety, the Issuer is required to deliver to the more complete description thereof contained Trustee, within thirty (30) days after the occurrence of a Default, written notice in the Indentureform of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany 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 may declare the principal of, and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 or Event of Default Holders, rescind an acceleration and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of principal of, premium, interest if any, on, or the principal ofinterest, 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 above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and subject in its entiretythe Company is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have Each of the Events following is an Event of Default as set forth in Section 6.1 respect of the Notes: (i) the Company defaults in the payment of the principal of the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, or otherwise; (ii) the Company defaults in the payment of interest on the Notes when the same becomes due and payable, and such default continues for a period of 30 days; (iii) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture with respect to the Notes and such default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in aggregate principal amount of the Notes specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under the Indenture; or (iv) certain events of bankruptcy or insolvency with respect to the Company. In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, the principal amount of all outstanding Notes and any interest accrued thereon will become due and payable without further action or notice. If an any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare the principal amount of all the Notes outstanding Notes, and any interest accrued thereon, to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultpayable. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to matters relating to the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf withhold from Holders notice 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 (except a Default relating to the payment of premium, interest on, principal or the principal of, the Notes. The above description of Events of Default and remedies interest) if it determines that withholding notice is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenturetheir interest.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 may declare the principal of, and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to Finance Corp., Antero Midstream Partners or any Restricted Subsidiary of Default Antero Midstream Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Antero Midstream Partners that, taken together, would constitute a Significant Subsidiary, the principal of, and shall result in the accrued and unpaid interest, if any, on all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the Notespayment of principal, interest, or premium, if any, on any Note. 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 with respect to the Notes except a continuing Default or Event of Default in the payment of interest or premium, interest if any, on, or the principal of, 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. The Notes have In the Events case of an Event of Default as set forth arising from events of bankruptcy or insolvency specified in clause (9) or (10) of Section 6.1 601 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events Holders of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest) if and so long as the Trustee in good faith determines that withholding the notice is in the 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 or Event of Default past default and its consequences under the Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default default in the payment of premium, 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. The above description of Events of Default and remedies is qualified by referenceHowever, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, or that may involve the Trustee in personal liability, and subject in its entirety, to the more complete description thereof contained in the Indenturemay take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (6) or (7) of Section 6.01 of the Indenture) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then then-outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain events Default arising under clause (6) or (7) of bankruptcy or insolvency are Events Section 6.01 of Default and shall result in the Indenture, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written 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 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, premium, if any, or interest on, any of the NotesNotes 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). The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies what action the Issuer is qualified by referencetaking or proposes to take with respect thereto, and subject in its entirety, to the more complete description thereof contained in the Indentureunless such Default has been cured.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in relating to the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description of Events of Default Issuer and remedies each Guarantor (to the extent that such Guarantor is qualified by referenceso required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within ten Business Days after becoming aware of any Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default.

Defaults and Remedies. The Notes have the Events If any Event of Default as set forth in Section 6.1 of the Indenture. If an Event of Default 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 Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the preceding, in writing the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to the Company specifying or the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Operating Company, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal, interest, premium or Additional 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 with respect to the Notes except a continuing Default or Event of Default in the payment of the principal of or premium, interest onor Additional Interest, or if any, on the principal ofNotes 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 Notes. The above description Issuers are required upon becoming aware of Events any Default or Event of Default and remedies is qualified by reference, and subject in its entiretyDefault, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth arising from events of bankruptcy or insolvency specified in Section 6.1 6.01(f) or Section 6.01(g) of the IndentureIndenture 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company Issuer specifying the Event of Default. Certain events ; provided, however, that a Default under Section 6.01(d) of bankruptcy or insolvency are Events the Indenture shall not constitute an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in principal amount of the outstanding Notes notify the Company and shall result 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 being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any, or Special Interest, if any) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment of interest or Special Interest, if any, on, premium, interest if any, on, or the principal of, the Notes. The above description ; provided, however, that the Holders of Events a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default or Event of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenturepayment of the principal of, or premium (if any), interest or Special Interest (if any) on, a Note.

Defaults and Remedies. The Notes have the Events of Default as set forth include: (i) default for 30 days in Section 6.1 the payment when due of interest on the Notes; (ii) default in payment when due of principal of the IndentureNotes 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the payable. If any Event of DefaultDefault 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. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency are Events of Default and shall result specified in the Indenture, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, the Notes. The above description Trustee (in the event Holders of Events a majority in aggregate principal amount of Default the Notes then outstanding have not declared the Notes to be due and remedies 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 qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company is required within 10 days of an officer becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of Default an Event of Default, as set forth defined in Section 6.1 of 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event immediately. Holders of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest or Liquidated Damages on, or the principal of, the Notes. The above description In the case of Events any Event of Default and remedies is qualified occurring by reference, and subject in its entirety, reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Notes pursuant to the more complete description thereof contained 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 IndentureIndenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes.

Defaults and Remedies. The Notes have the Events If any Event of Default Default, as set forth defined in Section 6.1 of the Indenture. If an Event of Default , occurs and is continuing, the a Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise time, method and place of conducting any proceeding for exercising any remedy available to the Trustees or exercising any trust or power with respect conferred on the Trustees, subject to the requirements set forth in the Indenture. The Company shall deliver to the Trustees, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate regarding compliance with all conditions and covenants under the Indenture and Collateral Agreements and, if the Company is not in compliance, the Company must specify any Defaults. So long as any of the Notes are outstanding, the Company will deliver to the Trustees, forthwith upon becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default The Trustees may withhold from Holders the notice of any Default if, and so long as, the Trustees determine in good faith that withholding the notice is in the interests of the Holders of the Notes, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest, if any. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may Trustees, or the Collateral Agent, as applicable, may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any an 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 interest or premium, interest if any, on, or the principal of, 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. The Notes have This Note has the Events of Default as set forth in Section 6.1 4.1 of the Indenture. If an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Notes Senior Notes, subject to certain limitations, may declare all the Senior Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Defaultimmediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Senior Notes being due and payable immediately upon the occurrence of such Events of Default. Holders of Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Senior Notes unless it receives an reasonable indemnity reasonably satisfactory to itor security. Subject to certain limitations, Holders holders of a majority in principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. The Holders holders of a majority in aggregate principal amount of the Senior Notes then outstanding by written notice to the Trustee may on behalf rescind a declaration of acceleration if the rescission is prior to a judgment or decree for payment and if all Events of Default have been cured or waived except nonpayment of principal and interest that has been due solely because of the Holders acceleration. The Trustee may withhold from holders of all Senior Notes notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in the interest 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, the Notesholders. 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. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default the Issuer, the principal of, premium, if any, and interest on all the then outstanding Notes shall result in the Notes being ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee or the Notes Note Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect pursuant to the Indenture or the Notes. 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) if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. 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 Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment of premium, 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 NotesIndenture, 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 above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entirety, the Issuer is required to deliver to the more complete description thereof contained Trustee, within 30 days after the occurrence of a Default, written notice in the Indentureform of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Notes have In the Events case of Default an Event of Default, as set forth defined in Section 6.1 the Indenture arising from certain events of bankruptcy or insolvency with respect to the IndentureCompany or any of its Significant Subsidiaries, all outstanding Securities will become due and payable immediately and automatically 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 Securities may declare all the Notes Securities to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders of the Securities 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 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 Securities may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Notespayment of principal or interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may may, on behalf of the Holders of all of the Notes Securities, waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of premiuminterest or Liquidated Damages, interest if any, on, or the principal of, the NotesSecurities. The above description [In the case of Events any Event of Default and remedies is qualified occurring by reference, and subject in its entirety, reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Securities pursuant to the more complete description thereof contained optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any willful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, then the premium specified in the IndentureIndenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare the principal of, premium, if any, and interest on all of the Notes to be due and payable immediately by notice in writing to the Company and the Trustee specifying the respective Event of DefaultDefault and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 with respect to the Notespower. 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 Event of Default and its consequences under the Indenture except a Default in payment of the principal of, premium, if any, or interest on, any Note held by a non-consenting Holder (including in connection with respect an Asset Sale Offer or a Change of Control Offer). The Issuers and each Guarantor (to the Notes except extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a continuing 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 in and the payment of premium, interest on, or the principal of, 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 Indenturestatus thereof.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 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 may declare all the Notes and any remaining Escrowed Interest to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being plus any remaining LC Amount will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, the Notes. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power with respect 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 Notespayment of principal or interest, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except except, a continuing Default or Event of Default in the payment of premium, the interest on, on or the principal of, the Notesof any Note held by a non-consenting Holder. The above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within 30 days after becoming aware of any Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 6.01 of the Indenture. If any Event of Default (other than an Event of Default of the type specified in clause (6) or (7) of Section 6.01 of the Indenture) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then then-outstanding Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain events Default arising under clause (6) or (7) of bankruptcy or insolvency are Events Section 6.01 of Default and shall result in the Indenture, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee (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 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, premium, if any, or interest on, any of the NotesNotes 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). The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies what action the Issuer is qualified by referencetaking or proposes to take with respect thereto, and subject in its entirety, to the more complete description thereof contained in the Indentureunless such Default has been cured.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default insolvency, the principal of, and shall result in accrued but unpaid interest, if any, on, all the then outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal or interest, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except except, a continuing Default or Event of Default in the payment of premium, the interest on, on or the principal of, the Notesof any Note held by a non-consenting Holder. The above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within 30 days after becoming aware of any Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to the Issuer, any Restricted Subsidiary of Default and shall result in the Issuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, taken together, would constitute a Significant Subsidiary, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitationslimitations in this Indenture, the Security Documents and/or the Intercreditor Agreement, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premiuminterest or premium or Additional Interest, interest if any, on, or the principal of, the Notes. The above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The This Note and the other Notes have the Events of Default as set forth in Section 6.1 6.01 of the Indenture. If an Event of Default (other than an Event of Default specified in sub-clauses (viii) or (ix) of Section 6.01(a) 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 may by written notice to the Issuers and the Parent Guarantor (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare all this Note and the Notes other Notes, and any Additional Amounts and accrued interest, to be due and payable immediately by notice in writing to the Company specifying the Event of Defaultimmediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in this Note and the other Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or Indenture, this Note and the other Notes except as provided in the IndentureIndenture and subject to the Intercreditor Agreement and any Additional Intercreditor Agreement. The Trustee may refuse to enforce the Indenture Indenture, this Note or the other Notes unless it receives an security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitationslimitations and the Intercreditor Agreement (and any Additional Intercreditor Agreement), the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of rescind any acceleration and its consequence if the Holders of rescission would not conflict with any judgment or decree and if all of the Notes waive any existing Default or Event Events of Default and its consequences under the Indenture with respect to the Notes have been cured or waived except a continuing Default or Event nonpayment of Default in the payment of principal, premium, interest onif any, or the principal of, the Notesinterest 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 more complete description thereof contained in provisions of the Indenture.

Defaults and Remedies. The Notes have the Events If any Event of Default Default, other than one arising from certain events of bankruptcy or insolvency as set forth described in Section 6.1 of the Indenture. If an Event of Default , occurs and is continuing, then, unless the principal of and accrued and unpaid interest on all the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal of and interest on all the Notes to be due and payable immediately by notice in writing to payable. In the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events insolvency, then in each and every such case, unless the principal of Default and shall result in accrued and unpaid interest on all the Notes being shall have already become due and payable, the principal of and interest on all the Notes shall become due and payable immediately upon the occurrence of such Events of Defaultimmediately, without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if the Trustee determines in good faith that withholding notice is in the Holders’ interests. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing past Default or Event of Default and its consequences under the 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 premium, if any, on, the NotesNotes or an Event of Default relating to a provision of the Indenture that cannot be amended without the consent of each Holder affected thereby. The above description Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after it becomes aware of Events the occurrence of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default and remedies is qualified by reference, and subject in its entirety, to the more complete description thereof contained in the Indenturecertain additional information.

Defaults and Remedies. The Notes have the Events of Default as relating to the Notes are set forth in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result described in the Indenture, all outstanding Notes being will become due and payable immediately upon without further action or notice. If any Designated Senior Debt is outstanding, the occurrence Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of such Events of Defaultthe Indenture. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 itTrust 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 with respect 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 Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing or past 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, premium, if any, or 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 above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Company proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 6.01 of the Indenture. If an Event of Default occurs (other than as specified in Section 6.01(a)(7) or (8) of the Indenture) shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the then then-outstanding Notes may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately by notice in writing to the Company (with a copy to the Trustee if notice is provided by the Holders of the Notes) specifying the Event of Default. Certain events of bankruptcy or insolvency are Events If an Event of Default specified in Section 6.01(a)(7) or (8) of the Indenture occurs and is continuing, then all outstanding Notes shall result in the Notes being become due and payable immediately upon in an amount equal to the occurrence principal amount of such Events the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without any declaration or other act on the part of Defaultthe Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 aggregate principal amount of the then then-outstanding Notes may will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect conferred on it. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. 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 waive Notes, waive, rescind or cancel any existing Default or Event of Default and its consequences under the Indenture hereunder if such waiver, rescission or cancellation would not conflict with respect to the Notes any judgment or decree, except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium on, if any, or interest, if any, on the Notes; provided, however, that the Holders of a majority in aggregate principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The above description Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within 30 days after an Officer of Events the Company becomes aware of any Default or Event of Default, to deliver to the Trustee an Officer’s Certificate specifying such Default or Event of Default (unless such Default or Event of Default has been cured or waived within such 30-day time period) and remedies is qualified any actions being taken by reference, the Company and subject in its entirety, to the more complete description thereof contained in the IndentureGuarantors 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the Event case of Default. Certain a Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result as set forth in the Indenture, with respect to the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout 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. 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 or Noteholder Collateral Agent in its exercise of any trust or power with respect 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 Notespayment of principal or interest including an accelerated payment or the failure to make a payment on the Fundamental Change of Control Purchase Date, or payment in connection with a Conversion Event, on the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default in complying with the provisions of Article Seven of the Indenture) if 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 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. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default the Issuer, the principal of, premium, if any, and interest on all the then outstanding Notes shall result in the Notes being ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Holders may not enforce the Indenture Indenture, the Notes, the Holdings Guarantee or the Notes Note Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any or interest) if 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 or Event of Default and its consequences under the Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment of premium, 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 NotesIndenture, 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 above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entirety, the Issuer is required to deliver to the more complete description thereof contained Trustee, within 30 days after the occurrence of a Default, written notice in the Indentureform of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in with respect to the Issuer, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth arising from certain events of bankruptcy, insolvency or reorganization specified in Section 6.1 of the IndentureIndenture with respect to the Company or any Significant Subsidiary, the principal of, and accrued 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 25% in aggregate principal amount of the then outstanding Notes may declare all the unpaid principal of, and accrued interest, if any, on all Notes to be due and payable immediately immediately, by a notice in writing to the Company specifying (and to the Event Trustee if given by the Holders) and upon any such declaration, such principal of, and accrued interest, if any, shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to the Holders, more than two years prior to such notice of Default. Certain events The Trustee may withhold from Holders notice of bankruptcy any continuing Default or insolvency are Events 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 or Event of Default under the Indenture and shall result its consequences under the Indenture except a Default or Event of Default (1) in the Notes being due and payable immediately upon payment of the occurrence principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such Events of Defaultmodification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect to the Notesconferred on it. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company is required to deliver to the Trustee may on behalf annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect Default, to deliver to the Notes except Trustee a continuing statement specifying such Default or Event of Default in the payment of premium, interest on, or the principal of, 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 IndentureDefault.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth arising from certain events of bankruptcy, insolvency or reorganization specified in Section 6.1 of the IndentureIndenture 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 may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately immediately, by a notice in writing to the Company specifying (and to the Event Trustee if given by the Holders of Default. Certain events of bankruptcy or insolvency are Events of Default the Notes) and upon any such declaration, such principal, premium, if any, and interest shall result in the Notes being become due and payable immediately upon immediately. The Trustee may withhold from Holders of the occurrence 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 Events of Defaultmodification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect to the Notesconferred on it. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company is required to deliver to the Trustee may on behalf annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect Default, to deliver to the Notes except Trustee a continuing statement specifying such Default or Event of Default in the payment of premium, interest on, or the principal of, 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 IndentureDefault.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the preceding, in writing the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(j) or (k) of the Indenture with respect to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and a Subsidiary Guarantor, all outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Collateral Agreements 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it with respect to the Notes. The Trustee may withhold from Holder notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest or premium, 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 with respect Indenture, except as provided in the Indenture. The Company is required to deliver to the Notes except Trustee annually a continuing statement regarding compliance with the Indenture, and within 10 Days of any of its Officers or any of the Company’s Officers becoming aware of any Default or Event of Default in the payment of premium, interest on, or the principal ofDefault, the Notes. The above description of Events of Default and remedies Company is qualified by reference, and subject in its entirety, required to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes of this series are defined in Section 6.1 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 of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of DefaultDefault and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Certain If an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall result in the Notes being ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 Event of Default and its consequences under the Indenture with respect to the such series of Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes of such series held by a non-consenting Holder. The above description 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 Events any Default with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default and remedies 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 qualified by reference, and subject in its entirety, made as to the more complete description thereof accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture.. Requests may be made to the Issuer at the following address: Delphi Corporation 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below:

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency, with respect to the IndentureCompany 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events Holders of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 or Liquidated Damages on, or the principal of, 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. The Convertible Notes shall have the Events of Default as set forth in Section 6.1 8.1 of the Indenture. If Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes by notice to the Company and the Trustee may declare all the Convertible Notes to be due and payable immediately by notice immediately, except that in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default insolvency, all unpaid principal and interest accrued on the Convertible Notes shall result in the Notes being become due and payable immediately upon without further action or notice. Upon acceleration as described in either of the occurrence preceding sentences, the subordination provisions of such the Indenture preclude any payment being made to holders for at least 5 days except as otherwise provided in the Indenture and may preclude payment entirely. The holders of a majority in principal amount of the Convertible Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. Holders may not enforce the Indenture or the Convertible 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 holders of a majority in principal amount of the then outstanding Convertible Notes issued under the Indenture may direct the Trustee in its exercise of any trust or power with respect to the Notespower. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company must furnish compliance certificates to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, the Notesannually. The above description of Events of Default and remedies is qualified by referencereference to, and subject in its entiretyentirety by, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Additional Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting Holder and rescind any acceleration with respect to the Notes except and its consequences (provided such rescission would not conflict with any judgment of a continuing Default or Event court of Default in the payment of premium, interest on, or the principal of, the Notescompetent jurisdiction). The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuers propose to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth include: default for 30 days in Section 6.1 payment of interest on the IndentureSenior Notes; default in payment of principal of, or premium, if any, on the Senior Notes; subject to certain exceptions, failure by the Company for 30 days after notice to it to comply with any of its other agreements or covenants in, or provisions of, the Indenture or the Senior Notes; certain defaults under and acceleration prior to maturity of, or failure to pay at maturity, certain other Indebtedness; certain final judgments that remain undischarged; and certain events of bankruptcy or insolvency involving the Company or any Restricted Subsidiary that is 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 Senior Notes may declare all the Senior Notes to be immediately due and payable in an amount equal to the principal of, premium, if any, and any accrued and unpaid interest on, such Senior Notes; provided, however, that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, premium, if any, and any accrued and unpaid interest on, the Senior Notes becomes due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy without further action or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to itnotice. Subject to certain limitationsexceptions, Holders of a majority in principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power with respect power, provided that the Trustee will be under no obligation to exercise any of its rights or powers under the Notes. The Indenture at the request of Holders of a majority in aggregate principal amount of the Notes then outstanding by notice unless such Holders have offered to the Trustee security and indemnity satisfactory to it. Holders may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under not enforce the Indenture with respect to or the Senior Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, 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 as provided in the Indenture. The Trustee may withhold from Holders notice of any continuing default (except a payment Default) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee.

Defaults and Remedies. The Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes have when the Events 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 as set forth in Section 6.1 of will have occurred under the IndentureNotes 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in with respect to the Company, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. 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 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 with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premiumprincipal, interest on, or the principal of, premium on the Notes. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Company is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Convertible Notes shall have the Events of Default as set forth in Section 6.1 8.1 of the Indenture. If Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders Noteholders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes by notice to the Company and the Trustee may declare all the Convertible Notes to be due and payable immediately by notice immediately, except that in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and insolvency, all unpaid principal, interest accrued on the Convertible Notes shall result in the Notes being become due and payable immediately upon without further action or notice. Upon acceleration as described in either of the occurrence preceding sentences, the subordination provisions of such the Indenture preclude any payment being made to Noteholders for at least 5 days except as otherwise provided in the Indenture and may preclude payment entirely. The Noteholders of a majority in principal amount of the Convertible Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. Holders Noteholders may not enforce the Indenture or the Convertible 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 Noteholders of a majority in principal amount of the then outstanding Convertible Notes issued under the Indenture may direct the Trustee in its exercise of any trust or power with respect to the Notespower. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company must furnish compliance certificates to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, the Notesannually. The above description of Events of Default and remedies is qualified by referencereference to, and subject in its entiretyentirety by, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Notes have the Events of Default with respect to the Notes 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 or premium, if any, on the Notes when due at Stated Maturity, upon redemption, by declaration or otherwise; (iii) default for 30 days in the making of any payment when due for a sinking, purchase or similar fund provided for in respect to the Notes; (iv) failure by the Company or any Guarantor for 90 days after notice to comply with any of its other covenants or agreements in the Indenture relating to the Notes; (v) except as set forth in Section 6.1 of permitted by the Indenture, the Guarantee of Cxxxxx Parent ceasing to be in full force and effect or Cxxxxx Parent denies or disaffirms its obligations under the Indenture or its Guarantee; and (vi) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or Cxxxxx Parent. 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 Outstanding Notes may declare all the Notes to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and insolvency, all Outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. If and so long as the Trustee in good faith so determines that withholding notice is in the interests of the Holders, 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 Notespayment of principal, premium, if any, or interest). The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding 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 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 premium, if any, on, the Notes. The above description of Events of Default and remedies Company is qualified by reference, and subject in its entirety, required to deliver to the more complete description thereof contained in Trustee annually a statement regarding compliance with the Indenture.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in with respect to the Issuers, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) 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 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, premium, if any, or interest on, any of the NotesNotes held by a nonconsenting Holder). The above description of Events of Default and remedies Issuer is qualified by referencerequired to, on an annual basis, deliver to the Trustee a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within thirty (30) days after becoming aware of any Default, to deliver to the more complete description thereof contained in Trustee a statement specifying such Default, its status and what actions the IndentureIssuers are taking or proposes to take with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes of this series are defined in Section 6.1 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 of all series affected thereby may declare the principal of and accrued but unpaid interest on all the Notes of such series to be due and payable immediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of DefaultDefault and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Certain If an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the outstanding Notes shall result in the Notes being ipso facto become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder. Holders may not enforce the Indenture Indenture, the Notes or the Notes Note Guarantees 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 aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 Event of Default and its consequences under the Indenture with respect to the such series of Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes of such series held by a non-consenting Holder. The above description Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required within 30 Business Days after becoming aware of Events any Default with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default and remedies what action the Company 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 Company has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is qualified by reference, and subject in its entirety, made as to the more complete description thereof accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.. Requests may be made to the Company at the following address: Delphi Automotive PLC 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below:

Defaults and Remedies. The Convertible Notes shall have the Events of Default as set forth in Section 6.1 8.01 of the Indenture. If Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders Noteholders of at least 25% in aggregate principal amount of the then then-outstanding Convertible Notes by notice to the Company and the Trustee may declare all the Convertible Notes to be due and payable immediately by notice immediately, except that in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default insolvency, all unpaid principal and interest accrued on the Convertible Notes shall result in the Notes being become due and payable immediately upon without further action or notice. Upon acceleration as described in either of the occurrence preceding sentences, the subordination provisions of such the Indenture preclude any payment being made to Noteholders for at least 5 Business Days except as otherwise provided in the Indenture. The Noteholders of a majority in principal amount of the Convertible Notes then outstanding by written notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of DefaultDefault have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. Holders Noteholders may not enforce the Indenture or the Convertible 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 Noteholders of a majority in principal amount of the then then-outstanding Convertible Notes issued under the Indenture may direct the Trustee in its exercise of any trust or power with respect to the Notespower. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company must furnish compliance certificates to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, the Notesannually. The above description of Events of Default and remedies is qualified by referencereference to, and subject in its entiretyentirety by, to the more complete description thereof contained in the Indenture.

Defaults and Remedies. The Notes have the are subject to certain Events of Default as set forth provided in Section 6.1 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 2530% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the preceding, in writing to the Company specifying the case of an Event of Default. Certain Default arising from such events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization described in Section 6.01(i) or 6.01(j) of Default and shall result in the Indenture, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of the principal of or premium, interest onif any, or the principal of, interest on the Notes. The above description 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 Issuers are required upon certain Officers becoming aware of Events any Default or Event of Default and remedies is qualified by reference, and subject in its entiretyDefault, to deliver to the more complete description thereof contained in Trustee a statement specifying such Default or Event of Default, its status and the Indentureaction the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth arising from events of bankruptcy or insolvency specified in clause (9) or (10) of Section 6.1 601 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events Holders of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium or interest) if and so long as the Trustee in good faith determines that withholding the notice is in the 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 or Event of Default past default and its consequences under the Indenture with respect to the Notes Indenture, except a continuing Default or Event of Default default in the payment of premium, 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. The above description of Events of Default and remedies is qualified by referenceHowever, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, or that may involve the Trustee in personal liability, and subject in its entirety, to the more complete description thereof contained in the Indenturemay take any other action it deems proper that is not inconsistent with any such direction received from Holders of Notes.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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, 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Additional Interest, if any, or interest) 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 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, premium, if any, Additional Interest, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description 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 Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 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 may declare all the Notes to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to OPTI, OPTI or any of Default and OPTI’s Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of OPTI, all outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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 premium, interest or Additional Interest, if any, on, the Notes. The above description of Events of Default and remedies OPTI is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretyOPTI is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 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 by notice immediately, subject to each limitation set forth in writing to the Company specifying Indenture. Notwithstanding the foregoing, in the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The above description Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuers propose to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency, with respect to the Company or any of the IndentureRestricted 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 may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events Holders of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest or Additional 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 with respect to the Notes except a continuing Default or Event of Default in the payment of premiuminterest (including Additional Interest, interest if any) on, or the principal of, 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. The Notes have the Events of Default as set forth with respect to the Notes include: (i) default for 30 days in Section 6.1 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 when due at Stated Maturity, upon redemption, by declaration or otherwise; (iii) failure by the Company or any Guarantor to comply with any of its other covenants or agreements in the Indenture relating to the Notes for 90 days after notice to the Company by the Trustee or by Holders of 25% in principal amount of the Outstanding Notes; (iv) except as permitted by the Indenture, the Guarantee of Xxxxxx Parent ceasing to be in full force and effect or Xxxxxx Parent denies or disaffirms its obligations under the Indenture or its Guarantee; and (v) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or Xxxxxx Parent. 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 Outstanding Notes may declare all the Notes to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and insolvency, all Outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. If and so long as the Trustee in good faith so determines that withholding notice is in the interests of the Holders, 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 Notespayment of principal, premium, if any, or interest). The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding 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 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 premium, if any, on, the Notes. The above description of Events of Default and remedies Company is qualified by reference, and subject in its entirety, required to deliver to the more complete description thereof contained in Trustee annually a statement regarding compliance with the Indenture.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the IndentureCompany 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 (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 by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or power with respect conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the 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 or Event of Default Holders, rescind an acceleration and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of principal of, premium, interest if any, on, or the principal ofinterest, 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 above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually an Officer’s Certificate regarding compliance with the Indenture, and subject in its entiretythe Company is required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth arising from certain events of bankruptcy, insolvency or reorganization specified in Section 6.1 of the IndentureIndenture 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 * Not to be included for Exchange Notes. aggregate principal amount of the then outstanding Notes may declare all the unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately immediately, by a notice in writing to the Company specifying (and to the Event Trustee if given by the Holders of Default. Certain events of bankruptcy or insolvency are Events of Default the Notes) and upon any such declaration, such principal, premium, if any, and interest shall result in the Notes being become due and payable immediately upon immediately. The Trustee may withhold from Holders of the occurrence 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 Events of Defaultmodification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect to the Notesconferred on it. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice Company is required to deliver to the Trustee may on behalf annually a statement regarding compliance with the Indenture, and, so long as any Notes are outstanding, the Company is required upon certain Officers becoming aware of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect Default, to deliver to the Notes except Trustee a continuing statement specifying such Default or Event of Default in the payment of premium, interest on, or the principal of, 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 IndentureDefault.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare all of the Notes affected series to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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, 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Additional Interest, if any, or interest) 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 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 interest on, premium, interest onif any, or the principal of, the Notesof any Note held by a non-consenting Holder. The above description 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 Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events If any Event of Default as set forth in Section 6.1 of the Indenture. If an Event of Default 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 Notes, by notice to the Issuers and the Trustee, may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the preceding, in writing the case of an Event of Default arising from certain events of bankruptcy, insolvency or reorganization described in the Indenture with respect to the Company specifying or the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Operating Company, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal, interest or premium) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of premium, 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, and, so long as any Notes are outstanding, the Notes. The above description Issuers are required upon becoming aware of Events any Default or Event of Default and remedies is qualified by reference, and subject in its entiretyDefault, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of Default an Event of Default, as set forth defined in Section 6.1 the Indenture arising from certain events of bankruptcy or insolvency with respect to the IndentureCompany or any of its Significant Subsidiaries, all outstanding Securities will become due and payable immediately and automatically 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 Securities may declare all the Notes Securities to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders of the Securities 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 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 Securities may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the Notespayment of principal or interest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may may, on behalf of the Holders of all of the Notes Securities, waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of premiuminterest or Liquidated Damages, interest if any, on, or the principal of, the NotesSecurities. The above description [In the case of Events any Event of Default and remedies is qualified occurring by reference, and subject in its entirety, reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Securities pursuant to the more complete description thereof contained optional redemption provisions of the Indenture, an A1-8 equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any willful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, then the premium specified in the IndentureIndenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. The Notes have the Events of Default as are set forth in Section 6.1 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 may declare all the Notes to be due and payable immediately immediately. Notwithstanding the foregoing, in the case of an Event of Default covered by notice in writing Section 6.01(9) of the Indenture with respect to the Company specifying the Event or any of Default. Certain events its Significant Subsidiaries or any group of bankruptcy or insolvency are Events of Default and shall result in the Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultimmediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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 with respect to the Notes Indenture, except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, and interest on the NotesNotes (including in connection with an Asset Sale Offer or Change of Control Offer). The above description Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) is required to deliver to the Trustee, 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 remedies what action the Company is qualified 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 referencereason 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 subject in its entiretyso long as any of the Notes are outstanding, the Company is required upon any Officer becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in Trustee an Officers' Certificate specifying such Default or Event of Default and what action the IndentureCompany is taking or proposes to take with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer) occurs under the Indenture and is continuing, the Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then total outstanding Notes) or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default with respect to the Issuer, the principal of, and shall result in accrued but unpaid interest, if any, on, all the then outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect 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 Notespayment of principal or interest, if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except except, a continuing Default or Event of Default in the payment of premium, the interest on, on or the principal of, the Notesof any Note held by a non-consenting Holder. The above description of Events of Default and remedies Issuer is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within 30 days after becoming aware of any Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 then outstanding Notes Required Debt may declare the principal of and premium, if any, interest (including Additional Interest, if any) and any other monetary obligations on all the then outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default insolvency, all principal of, and shall result in premium, if any, interest (including Additional Interest, if any) and any other monetary obligations on, all the then outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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, 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, or interest (including Additional Interest, if any)) 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 Required Holders of all of the Notes Required Debt 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 premium, if any, or interest (including Additional Interest, if any) on, any of the NotesNotes held by a non-consenting Holder. The above description EFIH is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and EFIH is required within five Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action EFIH proposes to the more complete description thereof contained in the Indenturetake 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 any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events insolvency, with respect to Finance Corp., Xxxxx Energy Partners or any Restricted Subsidiary of Default Xxxxx Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Xxxxx Energy Partners that, taken together, would constitute a Significant Subsidiary, the principal of and shall result in the accrued and unpaid interest, if any, on all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the Notespayment 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 with respect to the Notes except a continuing Default or Event of Default in the payment of interest or premium, interest if any, on, or the principal of, the Notes. The above description of Events of Default Issuers and remedies is qualified by referencethe Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuers and the Guarantors are required, upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 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 may declare all the Notes to be due and payable immediately by notice in writing to Xxxxxxx and the Company Issuer specifying the Event of Default. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events with respect to the Issuer, Xxxxxxx or any of Default and shall result in the Xxxxxxx’x Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary of Xxxxxxx, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives 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 with respect 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 Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the 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 premium or interest, if any, on, the Notes. The above description of Events of Default Issuer and remedies each Guarantor is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Senior PIK Election Notes are defined in Section 6.1 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 Senior Notes may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Senior Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Senior Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Senior PIK Election Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Senior PIK Election Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Special Interest, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Senior Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or Event of Default and its consequences under the Indenture with respect to the Notes except a continuing Default or Event of Default in the payment of premium, interest on, or the principal of, premium, if any, Special Interest, if any, or interest on, any of the NotesSenior Notes held by a non-consenting Holder. The above description 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 within five (5) Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Company proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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, 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 with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium, if any, Additional Interest, if any, or interest) 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 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 interest on, premium, interest onif any, or the principal of, the Notesof any Note held by a non-consenting Holder. The above description 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 Business Days after becoming aware of Events of any Default, to deliver to the Trustee a statement specifying such Default and remedies is qualified by reference, and subject in its entirety, what action the Issuer proposes to the more complete description thereof contained in the Indenturetake with respect thereto.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 aggregate principal amount of the then then-outstanding Notes may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events insolvency, with respect to Finance Corp., PBFX or any Restricted Subsidiary of Default and shall result in the PBFX that is a Significant Subsidiary or any group of Restricted Subsidiaries of PBFX that, taken together, would constitute a Significant Subsidiary, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the Notespayment of principal, interest and Special Interest, if any, or premium, if any. The Holders of at least a majority in aggregate principal amount of the then-outstanding Notes then outstanding 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 in accordance with, and its consequences under the Indenture with respect to the Notes except extent permitted by, Section 6.04 of the Indenture. The Issuers and the Subsidiary Guarantors are required to deliver to the Trustee annually a continuing statement regarding compliance with the Indenture, and the Issuers and the Subsidiary Guarantors are required, within ten Business Days becoming aware of any Default or Event of Default in the payment of premium, interest on, or the principal of, the Notes. The above description of Events of Default and remedies is qualified by reference, and subject in its entiretyDefault, to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth relating to the Notes are defined in Section 6.1 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 may declare the principal, premium (including Applicable Premium), if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately by notice immediately. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events of Default and shall result in the insolvency, all outstanding Notes being will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Guarantees 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power with respect power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the Notespayment of principal, premium (including Applicable Premium), if any, or interest) 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 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, premium (including Applicable Premium), if any, or the principal of, of any Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the Notes. The above description of 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 (including Applicable Premium) that has become due solely because of the acceleration) have been cured or waived. The Issuer and remedies each Subsidiary Guarantor is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and subject in its entiretythe Issuer is required within five Business Days after becoming aware of any Default, to deliver to the more complete description thereof contained Trustee a statement specifying such event. If the Notes are accelerated or otherwise become due prior to the stated maturity, in each case, as a result of an Event of Default, the amount of principal of, accrued and unpaid interest and premium on the Notes that becomes due and payable shall equal 100% of the outstanding principal amount of the Notes on the date of such acceleration plus the Applicable Premium in effect on the date of such acceleration, as if such acceleration were an optional redemption of the Notes accelerated, plus accrued and unpaid interest. Without limiting the generality of the foregoing, it is understood and agreed that if the Notes are accelerated or otherwise become due prior to the stated maturity, in each case, in respect of any Event of Default (including, but not limited to, upon the occurrence of an Event of Default specified in clause (7) or (8) of Section 6.01(a) of the Indenture) (including the acceleration of claims by operation of law), the premium applicable with respect to an optional redemption of the Notes will also be due and payable as though the Notes were optionally redeemed and shall constitute part of the Notes Obligations, in view of the impracticability and extreme difficulty of ascertaining actual damages and by mutual agreement of the parties as to a reasonable calculation of each Holder’s lost profits as a result thereof. Any premium payable above shall be presumed to be equal to the actual damages sustained by each Holder as the result of the early acceleration or redemption and the Issuer agrees that it is a reasonable estimate under the circumstances currently existing of such actual damages. The premium shall also be payable in the event the Notes (and/or this Indenture) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other means. THE ISSUER EXPRESSLY WAIVES (TO THE FULLEST EXTENT IT MAY LAWFULLY DO SO) THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW, RULE OR REGULATION THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE FOREGOING PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION. The Issuer expressly agrees (to the fullest extent it may lawfully do so) that: (A) the premium is reasonable and is the product of an arm’s length transaction between sophisticated business people, ably represented by counsel; (B) the premium shall be payable notwithstanding the then prevailing market rates at the time payment is made; (C) there has been a course of conduct between Holders and the Issuer giving specific consideration in this transaction for such agreement to pay the premium; and (D) the Issuer shall be estopped hereafter from claiming differently than as agreed to in this paragraph.

Defaults and Remedies. The Notes have This Senior Note has the Events of Default as set forth in Section 6.1 4.1 of the Indenture. If an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Notes Senior Notes, subject to certain limitations, may declare all the Senior Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Defaultimmediately. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Senior Notes being due and payable immediately upon the occurrence of such Events of Default. Holders of Senior Notes may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Senior Notes unless it receives an reasonable indemnity reasonably satisfactory to itor security. Subject to certain limitations, Holders holders of a majority in principal amount of the then outstanding Senior Notes may direct the Trustee in its exercise of any trust or power with respect to the Notespower. The Holders holders of a majority in aggregate principal amount of the Senior Notes then outstanding by written notice to the Trustee may on behalf rescind a declaration of acceleration if the rescission is prior to a judgment or decree for payment and if all Events of Default have been cured or waived except nonpayment of principal and interest that has been due solely because of the Holders acceleration. The Trustee may withhold from holders of all Senior Notes notice of any continuing default (except a default in payment of principal or interest) if it determines that withholding notice is in the interest 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, the Notesholders. The above description of 7 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. The Notes have the Events of Default with respect to the Notes of this series are as set forth follows: (i) default for 30 days in Section 6.1 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 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 of this series may declare all the Notes of this series to be due and payable immediately by notice payable. Notwithstanding the foregoing, in writing to the Company specifying the case of an Event of Default. Certain Default arising from certain events of bankruptcy or insolvency are Events with respect to the Partnership, all Outstanding Notes of Default and this series shall result in the Notes being ipso facto become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a а 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 with respect power. If and so long as the board of directors, the executive committee or а 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 а Default relating to the Notespayment of principal premium, if any, or interest) if it determines that withholding notice is in their interests. The Holders of a а 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 with respect to the Notes consequences, except a а continuing Default or Event of Default in the payment of premium, interest on, or the principal of, or premium, if any, on the NotesNotes of this series or except as otherwise specified in Section 6.06 of the Base Indenture. The above description of Events of Default and remedies Partnership is qualified by referencerequired to deliver to the Trustee annually an Officers’ Certificate regarding compliance with the Indenture, and subject in its entiretythe Partnership is required upon becoming aware of any Default or Event of Default, to deliver to the more complete description thereof contained in the IndentureTrustee an Officers’ Certificate specifying such Default or Event of Default.

Defaults and Remedies. The Notes have the Events of Default as set forth in Section 6.1 of the Indenture. 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 Notes, by notice to the Company and the Trustee, may declare all the Notes to be due and payable immediately by notice immediately. Notwithstanding the preceding, in writing the case of an Event of Default arising from such events of bankruptcy, insolvency or reorganization described in Section 6.01(i) or 6.01(j) of the Indenture with respect to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and a Guarantor, all outstanding Notes shall result in the Notes being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture Indenture, the Notes or the Notes Collateral Documents 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 aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power conferred on it with respect to the Notes. The Trustee may withhold from Holder notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interest or premium, 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 with respect Indenture, except as provided in the Indenture. The Company is required to deliver to the Notes except Trustee annually a continuing statement regarding compliance with the Indenture, and within 10 Business Days of any of its Officers or any of the Company’s Officers becoming aware of any Default or Event of Default in the payment of premium, interest on, or the principal ofDefault, the Notes. The above description of Events of Default and remedies Company is qualified by reference, and subject in its entirety, required to deliver to the more complete description thereof contained in the IndentureTrustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes have In the Events case of an Event of Default as set forth in Section 6.1 arising from certain events of bankruptcy or insolvency, with respect to the Company or any of the IndentureSubsidiaries that are a Significant Subsidiary, all outstanding New Second Lien Convertible Notes will become due and payable immediately without further action or notice. If an any other Event of Default occurs and is continuingContinuing, the Convertible Second Lien Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding New Second Lien Convertible Notes may declare all the New Second Lien Convertible Notes to be due and payable immediately by notice in writing to the Company (and in the case of the Holders, to the Convertible Second Lien Trustee and the Company) specifying the Event of Default. Certain events Holders of bankruptcy or insolvency are Events of Default and shall result in the New Second Lien Convertible Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Second Lien Indenture or the New Second Lien Convertible Notes except as provided in the Second Lien 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 aggregate principal amount of the then outstanding New Second Lien Convertible Notes may direct the Convertible Second Lien Trustee in its exercise of any trust or power with respect power. The Convertible Second Lien Trustee may withhold from Holders of the New Second Lien Convertible Notes notice of any Continuing Default or Event of Default (except a Default or Event of Default relating to the Notespayment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the New Second Lien Convertible Notes then outstanding by notice to the Convertible Second Lien Trustee may on behalf of the Holders of all of the New Second Lien Convertible Notes waive any existing Default or Event of Default and its consequences under the Second Lien Indenture with respect to the Notes except a continuing Continuing Default or Event of Default in the payment of premium, interest on, or the principal of, the New Second Lien Convertible 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. The Notes have the only Events of Default as with respect to the Subordinated Notes are set forth in Section 6.1 Article V of the Base Indenture. If an Event of Default occurs with respect to the Subordinated Notes occurs, the principal of all Outstanding Subordinated Notes, premium, if any, and is continuing, any interest accrued thereon shall become due and payable immediately without any further action on the part of the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Certain events of bankruptcy or insolvency are Events of Default and shall result in the Notes being due and payable immediately upon the occurrence of such Events of DefaultHolders. Holders may not enforce the Subordinated Indenture or the Subordinated Notes except as provided in the Subordinated 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 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 with respect power. The Trustee may withhold from Holders of the Subordinated Notes notice of any default under the Subordinated Indenture (except a default relating to the payment of principal of, premium, if any, or interest on the Subordinated Notes) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the 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 past default or Event of Default and its consequences under the Indenture with respect to the Notes Subordinated Indenture, except a continuing Default or Event of Default default in the payment of premium, interest on, or the principal of, premium, if any, or interest on, any of the Subordinated Notes. The above description of Events of Default and remedies Company is qualified by referencerequired to deliver to the Trustee annually a statement regarding compliance with the Subordinated Indenture, and subject in its entirety, the Company is required to give prompt written notice to the more complete description thereof contained 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 of the Base Indenture.