Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer Company may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder; provided that the Holders of at least a majority in principal amount of Notes may rescind and cancel certain declarations of acceleration of the Notes as provided in the Indenture. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretostatus thereof.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Obligor) with respect to this Senior Note occurs and is continuing, then either the Trustee or the Holders of at least 25.0not less than 25% in aggregate principal amount of the Outstanding Senior Notes may declare the principal of all Outstanding Senior Notes, and the interest to the date of acceleration, if any, accrued thereon, to be immediately due and payable by notice in writing to the Obligor (and to the Trustee if given by Holders) specifying the Event of Default. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Obligor occurs, then the principal amount of all the Senior Notes then Outstanding and interest accrued thereon, if any, will become and be immediately due and payable without any declaration or other act on the part of the Trustee or the Holders of the Senior Notes, to the fullest extent permitted by applicable law. Under certain circumstances, the Holders of a majority in principal amount of the then outstanding Outstanding Senior Notes by notice to the Issuer may declare the principal, premium, if any, interest and rescind any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency such acceleration with respect to the IssuerSenior Notes and its consequences. No Holder of this Senior Note may institute any action, all outstanding unless and until: (i) such Holder has given the Trustee written notice of a continuing Event of Default with respect to the Senior Notes; (ii) the Holders of at least 25% in aggregate principal amount of the Outstanding Senior Notes will become due have made a written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders has or have offered the Trustee such indemnity and/or security satisfactory to the Trustee against the losses, costs, expenses and payable immediately without further action or liabilities to be incurred in compliance with such request; (iv) the Trustee has failed to institute any such proceeding for 60 days after its receipt of such notice. Holders may not enforce , request and offer of indemnity and/or security; and (v) no inconsistent direction has been given to the Indenture, Trustee during such 60-day period by the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise Outstanding Senior Notes. These limitations do not apply to a suit instituted by a Holder of any trust or power. The Trustee may withhold from Holders notice Senior Notes for enforcement of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, and premium, if any, or interest on, any of such Senior Notes on or after the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying respective due dates expressed in such Default and what action the Issuer is taking or proposes to take with respect theretoSenior Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting HolderHolder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuer Issuers and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Under the Indenture, Events of Default relating include (i) default in payment of the principal amount, premium, if any, interest or Liquidated Damages, if any, in respect of the Notes when the same becomes due and payable subject, in the case of interest and Liquidated Damages, to the Notes are defined grace period contained in Section 6.01 of the Indenture; (ii) failure by the Company to comply with other agreements in the Indenture or the Notes, subject to notice and lapse of time; (iii) certain events of acceleration prior to maturity of certain indebtedness; (iv) certain final judgments which remain undischarged; (v) certain events of bankruptcy or insolvency; or (vi) certain failures of Subsidiary Guaranties. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to at the Issuer time outstanding, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency with respect to are Events of Default which will result in the Issuer, all outstanding Notes will become becoming due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the in payment of principal, premium, if any, or interestamounts specified in clause (i) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretointerests.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer or the Co-Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principalprincipal or interest including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, premium, if any, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or interestthe Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or interest the premium on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by written notice to the Issuer Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting nonconsenting Holder). The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty thirty (2030) Business Days days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default Default, its status and what action actions the Issuer Company is taking or proposes propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If 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 25.030% in principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice Except in the case of any continuing Default (except 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 it and so long as a Responsible Officer of the Trustee in good faith determines that withholding notice is in their interestthe interests of the Holders of the Notes. The Holders of not less than a majority in aggregate principal amount of the 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 and its consequences under the Indenture Indenture, except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% twenty-five percent (25%) in principal amount of the then outstanding Notes generally may by written notice to the Issuer may and the Trustee declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable, whereupon the Notes shall become due and payable immediatelyat the time provided in Section 6.02 of the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the IssuerIssuer or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principalprincipal or interest, premium, if anyincluding 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 interesta 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, or the premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of Under the Indenture. If any , an Event of Default includes: (i) default for 30 days in payment of any interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; and (iv) certain events of bankruptcy, insolvency or reorganization of the Company. 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 25.025% in principal amount of the Notes then outstanding Notes by notice may declare all unpaid principal to the Issuer may declare date of acceleration on the principal, premium, if any, interest and any other monetary obligations on all the Notes then outstanding Notes to be due and payable immediately. Notwithstanding , all as and to the foregoing, extent provided in the case of Indenture. If an Event of Default arising from occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the IssuerCompany, all unpaid principal of the Notes then outstanding Notes will shall become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver file periodic reports with the Trustee as to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware absence of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretodefault.

Defaults and Remedies. The Notes are subject to certain Events of Default relating to the Notes are defined as provided in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25.030% in principal amount of the then outstanding Notes Notes, by notice to the Issuer Issuers and the Trustee, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization described in Section 6.01(i) or 6.01(j) of the IssuerIndenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, 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 except a continuing Default or Event of Default in the payment of the principal of, of or premium, if any, or interest on, any of on the Notes held by a non-consenting HolderNotes. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within twenty (20) Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default, its status and what the action the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of Under the Indenture. If any , an Event of Default includes: (i) default for 30 days in payment of any interest or Additional Interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; (iv) default in the payment of certain indebtedness of the Company or a Significant Subsidiary and (v) certain events of bankruptcy, insolvency or reorganization of the Company or any Significant Subsidiary. 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 25.025% in aggregate principal amount of the Notes then outstanding Notes by notice may declare all unpaid principal to the Issuer may declare date of acceleration on the principal, premium, if any, interest and any other monetary obligations on all the Notes then outstanding Notes to be due and payable immediately. Notwithstanding , all as and to the foregoing, extent provided in the case of Indenture. If an Event of Default arising from occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the IssuerCompany, all unpaid principal of the Notes then outstanding Notes will shall become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver file periodic reports with the Trustee as to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware absence of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretodefault.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement an Officer’s Certificate regarding compliance with the Indenture, and the Issuer is required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement an Officer’s Certificate specifying such Default and what action the Issuer is taking or proposes to take with in respect theretothereof.

Defaults and Remedies. The Events of Default relating Subject to the Notes are defined in Section 6.01 6.02(b) of the Indenture. If , if any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then then-outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the any Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 then-outstanding Notes then outstanding by written notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, any on the Notes or a covenant or provision of the Notes held by a non-consenting HolderIndenture which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what the remedial action the Issuer is taking or Company proposes to take with respect theretoin connection therewith.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days required, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events If an Event of Default (other than an Event of Default relating to the Notes are defined certain bankruptcy events as described in Section 6.01 of the Indenture. If any Event of Default ) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal, premiumprincipal of and accrued and unpaid interest, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain bankruptcy events of bankruptcy or insolvency with respect to occurs as provided in the IssuerIndenture, the principal and accrued and unpaid interest, if any, on all outstanding the Notes will become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders Noteholders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to the provisions of the Indenture relating to the duties of the Trustee if an Event of Default exists, the Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default relating to the or Event of Default in payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Notes or the Security Documents Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, the Notes (other than nonpayment of principal or interest on, any that has become due solely because of the Notes held by a non-consenting Holderacceleration). The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders Hold- ers of at least 25.025% in principal amount of the then outstanding Notes may by notice in writing to the Issuer may Issu- er declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal princi- pal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a De- fault or Event of Default relating to the payment of principal, premium, if any, or interest) if it it, in good faith, determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest, or the principal of, premium, if any, or interest on, any the Notes (including in connection with a Change of Control Offer) or in respect of a covenant or provision of the Notes held by a non-consenting HolderIndenture which under Article 9 of the Indenture cannot be mod- ified or amended without the consent of the Holder of each outstanding Note affected. The Issuer is required re- quired to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany, 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 occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or 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 written notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes held by a non-consenting Holdermay rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer Company is required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in 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. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal ofprincipal, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any an Event of Default occurs (other than certain events of bankruptcy or insolvency) shall occur and is be continuing, the Trustee or the Holders of at least 25.0% twenty-five percent (25%) in principal amount of the then outstanding Outstanding Notes by notice to the Issuer may declare the principal, unpaid principal of (and premium, if any, ) and accrued and unpaid interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payable immediately. Notwithstanding by notice in writing to the foregoing, in Company and the case of an Trustee specifying the Event of Default arising from certain and that it is a "notice of acceleration." Certain events of bankruptcy or insolvency with respect to are Events of Default which will result in the Issuerunpaid principal of (and premium, if any) and accrued and unpaid interest on all outstanding the Notes will become immediately due and payable immediately without further action any deceleration or noticeother act on the part of the Trustee or Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee is under no obligation to exercise any of its rights or powers under this Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to certain limitationsall provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may have the right to 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 powerpower conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default relating to or Event of Default in the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal ofor, premium, if any, or interest on, on any Note) if and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the interests of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoHolders.

Defaults and Remedies. The Notes are subject to certain Events of Default relating to the Notes are defined as provided in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25.025% in principal amount of the then outstanding Notes Notes, by notice to the Issuer Issuers and the Trustee, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization described in Section 6.01(i) or 6.01(j) of the IssuerIndenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or 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 except a continuing Default or Event of Default in the payment of the principal of, premium, if any, of or interest on, any of or premium on the Notes held by a non-consenting HolderNotes. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within twenty (20) Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default, its status and what the action the Issuer is Issuers are taking or proposes propose to take with respect thereto.

Defaults and Remedies. The Events An “EVENT OF DEFAULT” occurs if: (i) default for a period of Default relating 30 days in the payment when due of interest on the Notes; (ii) default in the payment when due of principal of or premium, if any, on the Notes; (iii) the Company or the Guarantor fails for 60 days after receipt of notice to comply with any covenant of the Company in the Indenture; or (iv) certain events of bankruptcy or insolvency occur with respect to the Notes are defined in Section 6.01 of Company or the IndentureGuarantor. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% 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 immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany or the Guarantor, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, premium or interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on, any the Notes. Each of the Notes held by a non-consenting Holder. The Issuer Company and the Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and each of the Issuer Company and the Guarantor is required within twenty (20) Business Days no later than 10 days after becoming aware of any Default, Default or Event of Default to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding sentence, in the case of an Event of Default arising from certain events clause (8) or (9) of bankruptcy or insolvency with respect to Section 6.01 of the IssuerIndenture, all outstanding Notes will become due and payable immediately without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Amounts that have become due solely because of the acceleration) have been cured or waived. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premiuminterest, if any, premium or interestAdditional 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premiumor interest, premium or Additional Amounts, if any, or interest on, any of on the Notes held by a non-consenting HolderNotes. The Issuer Company 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 Company will be required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Notes have the Events of Default relating to the Notes are defined as set forth in Section 6.01 6.1 of the Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Issuers specifying the case of an Event of Default arising from certain Default. Certain events of bankruptcy or insolvency with respect to are Events of Default and shall result in the Issuer, all outstanding Notes will become being due and payable immediately without further action or noticeupon the occurrence of such Events of Default. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents 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. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating power with respect to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interestNotes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 Notes held by a non-consenting HolderNotes. The Issuer above description of Events of Default and remedies is required to deliver qualified by reference, and subject in its entirety, to the Trustee annually a statement regarding compliance with more complete description thereof contained in the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on, the principal of any of the Notes Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Issuer and each Subsidiary Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoevent.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture 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 HolderHolder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuer 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 Issuer is Issuers are required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty ten (2010) Business Days after becoming aware of any DefaultDefault that is continuing, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon prepayment or otherwise; and (iii) failure by the Company for 60 days after notice to the Notes are defined Company by the Trustee or the Holders of at least 50% in Section 6.01 principal amount of the IndentureNotes 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 any Event of Default specified in clause (i) or (ii) occurs and is continuing, the Trustee or the Holders of at least 25.025% 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 immediatelypayable. If any Event of Default specified in clause (iii) occurs and is continuing, the Trustee or the Holders of at least 50% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain the events of bankruptcy or insolvency with respect to specified in the IssuerIndenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on, any the Notes. The Trustee (in the event Holders of a majority in aggregate principal amount of the Notes held by then outstanding have not declared the Notes to be due and payable immediately) or Holders of a non-consenting Holdermajority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) Business Days after 10 days of an officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the 2017 B Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, 2017 B Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2017 B Notes notice of any continuing Default (except a Default relating to the payment 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 2017 B Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the 2017 B Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest onthe principal of, any of the 2017 B Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01(a) of the Indenture with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of at least 25.025% 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 of the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, the Required Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, 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 by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating Subject to the Notes are defined in Section 6.01 of the Indenture. If any certain exceptions, if an Event of Default occurs and is continuingoccurs, then the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Outstanding Notes may, by notice to written notice, and the Issuer may Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes is obligated to, declare the principal, premium, if any, principal of and accrued interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately, provided that so long as the Bank Credit Facility is in effect, such acceleration shall not be effective until the earlier of (i) five business days following the delivery of notice of acceleration to the agent under the Bank Credit Facility and (ii) the acceleration of any Indebtedness under the Bank Credit Facility. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to insolvency, then the Issuer, principal of and accrued interest on all outstanding the Outstanding Notes will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnification satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, principal (premium, if any, ) or interestinterest (or in the payment of any Note repurchase price) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice Company must furnish quarterly and annual compliance certificates to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoTrustee.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% 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, subject to each limitation set forth in the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principalprincipal of, premium, if any, and interest and any other monetary obligations on all of the then outstanding Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Notes or the Security Documents Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences or Event of Default under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes Note held by a non-consenting HolderHolder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuer 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 Issuer is Issuers are required within twenty (20) five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Issuer is taking or proposes to take with respect theretostatus thereof.

Defaults and Remedies. The Events of Default relating to the Series B Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of Series B Notes may not enforce the Indenture, the Notes, Series B Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Series B Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Series B Notes notice of any continuing Default (except a Default relating to the payment 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 Series B Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Series B Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest onthe principal of, any of the Series B Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by written notice to the Issuer Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting nonconsenting Holder). The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) Business Days 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default Default, its status and what action actions the Issuer Company is taking or proposes propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 6.01(a) of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes may 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; provided, however, that so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities shall be outstanding, no such acceleration shall be effective until the earlier of: (1) acceleration of any such Indebtedness under the Senior Credit Facilities; or (2) five Business Days after the giving of written notice of such acceleration to the Issuer and the Representative under each of the Senior Credit Facilities. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect relating to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) ten Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoDefault.

Defaults and Remedies. The Events In the case of an Event of Default relating to the Notes are defined arising from events of bankruptcy or insolvency specified in clause (9) or (10) of Section 6.01 601 of the Supplemental Indenture, all Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, premium or interest) if it and so long as the Trustee in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes waive any existing Default past default and its consequences under the Indenture Indenture, except a continuing Default default in the payment of interest or any premium on, or the principal of, premium, if any, or interest on, any the Notes and except as provided in Section 613(2) of the Notes held by a non-consenting HolderSupplemental Indenture. The Issuer is required Holders of a majority in aggregate principal amount of the then Outstanding Notes will have the right to deliver direct the time, method and place of conducting any proceeding for any remedy available to the Trustee annually a statement regarding compliance with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to or that may involve the Trustee a statement specifying in personal liability, and may take any other action it deems proper that is not inconsistent with any such Default and what action the Issuer is taking or proposes to take with respect theretodirection received from Holders of Notes.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from certain events of bankruptcy, insolvency or reorganization specified in the Indenture with respect to the Parent Guarantor, the Company or any Significant Subsidiary, all outstanding Notes are defined in Section 6.01 of the Indenturewill become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in * Not to be included for Exchange Notes. aggregate principal amount of the then outstanding Notes may declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuer may declare Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest and any other monetary obligations on all the then outstanding Notes to be shall become due and payable immediately. Notwithstanding The Trustee may withhold from Holders of the foregoing, in the case Notes notice of an any continuing Default or Event of Default arising from certain events (except a Default or Event of bankruptcy or insolvency with respect Default relating to the Issuer, 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 will become due waive any past Default and payable immediately 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 further action the consent of the Holder of each Note affected by such modification or noticeamendment. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer Company is required within twenty (20) Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030.00% in principal amount of the then outstanding Notes by written notice to the Issuer Issuers may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerIssuers, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting nonconsenting Holder). The Issuer is required to to, on an annual basis, deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty thirty (2030) Business Days days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default Default, its status and what action actions the Issuer is Issuers are taking or proposes to take with respect thereto.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from certain events of bankruptcy or insolvency, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes are defined in Section 6.01 of the Indenturewill become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, principal or interestinterest 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events covered by Section 6.01(9) of bankruptcy or insolvency the Indenture with respect to the IssuerCompany or any of its Significant Subsidiaries or any group of Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or noticeimmediately. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, 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 Indenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or and interest on, any of on the Notes held by a non-consenting Holder(including in connection with an Asset Sale Offer or Change of Control Offer). The Issuer Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) is required to deliver to the Trustee annually Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a statement regarding compliance 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 Issuer best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto, and so long as any of the Notes are outstanding, the Company is required within twenty (20) Business Days after upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officers' Certificate specifying such Default or Event of Default and what action the Issuer Company is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to and other series of Securities affected (treating the Issuer Notes and such other series as a single class) may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest or premium on the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the Notes then outstanding Notes by notice outstanding, subject to the Issuer certain limitations, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency with respect to are Events of Default and shall result in the Issuer, all outstanding Notes will become being immediately due and payable immediately upon the occurrence of such Events of Default without any further action act of the Trustee or noticeany Holder. Holders of Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee will be under no obligation to exercise any of its rights or powers under the Indenture, to act at the request or direction of any holder of Notes or may refuse to enforce the Indenture or the Notes unless it receives reasonable security or indemnity satisfactory to it against any loss, liability or expense. The Trustee may refuse to follow any request or direction that conflicts with law, the Indenture or the Notes, or that would involve the Trustee in personal liability. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to power under the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interestIndenture. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, by written notice to the Trustee Issuer and the Trustee, may on behalf rescind and annul any declaration of the Holders of all of the Notes waive any existing Default acceleration and its consequences under the Indenture except a continuing Default in the payment of the principal of, premium, if any, of or interest on, any on a Note or a Default in respect of a provision that under the Notes held by a non-consenting Holder. The Issuer is required to deliver to Indenture cannot be amended without the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware consent of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoeach Noteholder adversely affected.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any An Event of Default is: default for 30 days in payment of interest on the Notes; default in payment of principal on the Notes when due; failure by the Company for 60 days after appropriate notice to it to comply with any of its other agreements contained in the Indenture or the Notes; default by the Company or any Subsidiary with respect to its obligation to pay principal of or interest on indebtedness for borrowed money aggregating more than $20.0 million or the acceleration of such indebtedness if not withdrawn within 15 days from the date of such acceleration; and certain events of bankruptcy, insolvency or reorganization of the Company or any of its Significant Subsidiaries. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization) occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the Notes then outstanding Notes by notice may declare all unpaid principal of and accrued interest to the Issuer may declare date of acceleration on the principal, premium, if any, interest and any other monetary obligations on all the Notes then outstanding Notes to be due and payable immediately. Notwithstanding , all as and to the foregoing, extent provided in the case of Indenture. If an Event of Default arising from occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Issuerreorganization, all unpaid principal of and accrued interest on the Notes then outstanding Notes will shall become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver file periodic reports with the Trustee as to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware absence of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretodefault.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default set forth in the Indenture occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25.025% in principal amount of the then outstanding Notes Notes, by notice to the Issuer Issuers and the Trustee, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization described in the Indenture with respect to the IssuerCompany or the Operating Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premiuminterest, if any, premium or interestAdditional 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 except a continuing Default or Event of Default in the payment of the principal ofof or premium, premiuminterest or Additional Interest, if any, or interest on, any on the Notes and except for provisions requiring the consent of each affected Holder under Section 9.02 of the Notes held by a non-consenting HolderIndenture. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within twenty (20) Business Days after upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Company, all outstanding Notes are defined in Section 6.01 of the Indenturewill become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then then-outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoingIssuer specifying the Event of Default; provided, in however, that a Default under Section 6.01(d) of the case of Indenture shall not constitute an Event of Default arising from certain events until the Trustee notifies the Company or the Holders of bankruptcy or insolvency with respect to at least 25% in principal amount of the Issuer, all outstanding Notes will become due notify the Company and payable immediately without further action or the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, principal or interest or premium, if any, or interestSpecial Interest, if any) if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest or Special Interest, if any, on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default or Event of Default in the payment of the principal of, premium, or premium (if any), interest or interest Special Interest (if any) on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNote.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerCompany, 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 occurs and is continuing, the Trustee or the Holders of at least 35% 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 outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or 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 written notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default Holders, rescind an acceleration and its consequences under the Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, or interest, if any, on, the Notes (including in connection with an offer to purchase any Notes); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes held by a non-consenting Holdermay rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer Company is required to deliver to the Trustee annually a statement an Officer’s Certificate regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer) occurs under the Indenture and is continuing, the Trustee or (acting at the direction of the Holders of at least 25.025% 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 by notice to the Issuer may declare the principalprincipal of, premiumand accrued but unpaid interest, if any, interest and any other monetary obligations on on, all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (or Event of Default, except a Default or Event of Default relating to the payment of principal, premium, if any, principal or interest) , if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except except, a continuing Default or Event of Default in payment of the interest on or the principal of, premium, if any, or interest on, of any of the Notes Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoDefault.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Notes held by a non-consenting HolderHolder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuer 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 Issuer is Issuers are required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating are set forth in the Indenture. Subject to certain limitations in the Notes are defined Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01 Sections 6.01(4) and 6.01(5) of the Indenture. If any Event of Default ) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least 25.0not less than 25% in of the principal amount of the Notes then outstanding Notes outstanding, by notice in writing to the Issuer may Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal, premiumdue and payable, if anynot already due and payable, interest the principal of and any other monetary obligations accrued and unpaid interest on all of the then outstanding Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in the Indenture or in the Notes to be due and payable immediatelythe contrary notwithstanding. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events specified in Sections 6.01(4) and 6.01(5) of bankruptcy or insolvency with respect to the IssuerIndenture occurs, then the principal of and any accrued and unpaid interest on all outstanding of the Notes will shall immediately become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power, provided, that the Trustee will be entitled to refuse to follow any such direction that conflicts with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability, unless the Trustee is offered indemnity satisfactory to it. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, or interestinterest on the Notes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Base Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretobest interests.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice may, subject to certain conditions and limitations set forth in the Issuer may Indenture, declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to described in the IssuerIndenture, all outstanding Notes will become due and payable immediately without further action or notice. If any Designated Senior Debt is outstanding, the Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of the Indenture. Holders may not enforce the Indenture, the Notes, the Guarantees Notes or the Security Documents Note Guarantees except as provided in the IndentureIndenture or the Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, 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 or past Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on, any of the Notes (other than nonpayment of principal or interest that has become due solely because of acceleration) held by a non-consenting Holder. The Issuer 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 Issuer Company is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or Company proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of Notes may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest onthe principal of, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events If an Event of Default occurs (other than an Event of Default relating to the Notes are defined in Section 6.01 certain events of bankruptcy, insolvency or reorganization of the Indenture. If any Event of Default occurs Company) and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes Notes, in each case, by notice to the Issuer Company, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of, premium, if any, and interest onon all the Notes shall become immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the Notes held by a non-consenting Holder. The Issuer is required to deliver rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee annually reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) the Holders of at least 25% in principal amount of the outstanding Notes have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity reasonably satisfactory to it against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a statement regarding compliance majority in principal amount of the outstanding Notes have not given the Trustee a direction inconsistent with such request within such 60-day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability. Prior to taking any action under the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and what action the Issuer is expenses caused by taking or proposes to take with respect theretonot taking such action.

Defaults and Remedies. The Certain events of bankruptcy or insolvency are Events of Default relating that will result in the principal amount of the Notes, together with premium, if any, and accrued and unpaid interest thereon, becoming due and payable immediately upon the occurrence of such Events of Default. If any other Event of Default with respect to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of at least 25.0not less than 25% in aggregate principal amount of the Notes then outstanding Notes may declare the principal amount of all the Notes, together with premium, if any, and accrued and unpaid interest thereon, to be due and payable immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, however, if at any time after such a declaration of acceleration has been made, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuer Trustee, may declare rescind such acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all existing Events of Default with respect to the Notes have been cured or waived except nonpayment of principal, premium, if any, or interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will that has become due and payable immediately without further action solely by the declaration of acceleration. No such rescission shall affect any subsequent default or noticeshall impair any right consequent thereon. Holders of Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity or security satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in Section 6.01(6) or (7) of the Indenture with respect to the Company, Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or any of their respective Significant Subsidiaries that are Guarantors) occurs and is continuing, then, and in each and every such case, either the Trustee Trustee, by notice in writing to the Company, or the Holders of at least 25.0not less than 25% in of the principal amount of the Notes then outstanding Notes outstanding, by notice in writing to the Issuer Company and the Trustee, may declare the principal, premiumdue and payable, if anynot already due and payable, interest the principal of and any other monetary obligations accrued and unpaid interest on all of the then outstanding Notes; and upon any such declaration all such amounts upon such Notes shall become and be immediately due and payable, anything in this Indenture or in the Notes to be due and payable immediatelythe contrary notwithstanding. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events specified in Section 6.01(6) or (7) of bankruptcy or insolvency the Indenture occurs with respect to the IssuerCompany, Mosaic, ▇▇▇▇▇▇▇ Fertilizer, LLC or any of their respective Significant Subsidiaries that are Guarantors, then the principal of and any accrued and unpaid interest on all outstanding of the Notes will shall immediately become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, or interestinterest on the Notes or a default in the observance or performance of any of the obligations of the Company under Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretobest interests.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from certain events of bankruptcy, insolvency or reorganization specified in the Indenture with respect to the Parent Guarantor, the Company or any Significant Subsidiary, all outstanding Notes are defined in Section 6.01 of the Indenturewill become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate * Not to be included for Exchange Notes. principal amount of the then outstanding Notes may declare all unpaid principal of, premium, if any, and accrued interest on all Notes to be due and payable immediately, by a notice in writing to the Issuer may declare Company (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, such principal, premium, if any, and interest and any other monetary obligations on all the then outstanding Notes to be shall become due and payable immediately. Notwithstanding The Trustee may withhold from Holders of the foregoing, in the case Notes notice of an any continuing Default or Event of Default arising from certain events (except a Default or Event of bankruptcy or insolvency with respect Default relating to the Issuer, 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 will become due waive any past Default and payable immediately 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 further action the consent of the Holder of each Note affected by such modification or noticeamendment. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer Company is required within twenty (20) Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the 2017 A Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, 2017 A Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2017 A Notes notice of any continuing Default (except a Default relating to the payment 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 2017 A Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the 2017 A Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest onthe principal of, any of the 2017 A Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Series A Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders of Series A Notes may not enforce the Indenture, the Notes, Series A Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Series A Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Series A Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 Series A Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Series A Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal ofinterest on, premium, if any, or interest onthe principal of, any of the Series A Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from certain events of bankruptcy or insolvency, with respect to the Notes are defined in Section 6.01 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 any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principalprincipal of, premium, if any, and accrued but unpaid interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to of the Issuer, the principal of, premium, if any, and interest on all the then outstanding Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holders. Holders may not enforce the Indenture, the Notes, the Guarantees Holdings Guarantee or the Security Documents Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, any or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture Indenture, except a continuing Default in the payment of the principal of, premium, if any, or interest on, any of the Notes Note held by a non-consenting HolderHolder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided that subject to Section 6.02 of the Indenture, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee Trustee, within 30 days after the occurrence of a statement specifying such Default Default, written notice in the form 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 Issuers are taking or proposes propose to take with respect thereto.

Defaults and Remedies. The Events In the case of an Event of Default relating to the Notes are defined arising from events of bankruptcy or insolvency specified in clause (9) or (10) of Section 6.01 601 of the Supplemental Indenture, all Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, premium or interest) if it and so long as the Trustee in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes waive any existing Default past default and its consequences under the Indenture Indenture, except a continuing Default default in the payment of interest or any premium on, or the principal of, premium, if any, or interest on, any the Notes and except as provided in Section 613(2) of the Notes held by a non-consenting HolderSupplemental Indenture. The Issuer is required Holders of at least a majority in aggregate principal amount of the then Outstanding Notes will have the right to deliver direct the time, method and place of conducting any proceeding for any remedy available to the Trustee annually a statement regarding compliance with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to or that may involve the Trustee a statement specifying in personal liability, and may take any other action it deems proper that is not inconsistent with any such Default and what action the Issuer is taking or proposes to take with respect theretodirection received from Holders of Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section ‎Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% 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, subject to each limitation set forth in the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events In the case of an Event of Default relating arising from events of bankruptcy or insolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Company, all outstanding Notes are defined in Section 6.01 of the Indenturewill become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoingCompany specifying the Event of Default; provided, in however, that a Default under Section 6.01(d) of the case of Indenture shall not constitute an Event of Default arising from certain events until the Trustee notifies the Company or the Holders of bankruptcy or insolvency with respect to at least 25% in principal amount of the Issuer, all outstanding Notes will become due notify the Company and payable immediately without further action or the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or premium, if any, or interest) if it and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default or Event of Default in the payment of the principal of, premium, or premium (if any, ) or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNote.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Requisite Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, the Requisite Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Requisite Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of all the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25.025% in principal amount of the then outstanding Notes Notes, by notice to the Issuer Issuers and the Trustee, may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization described in Section 6.01(h) or 6.01(i) of the IssuerIndenture, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, interest or 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 except a continuing Default as provided in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting HolderIndenture. The Issuer is Issuers are required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within twenty (20) Business Days after upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of a Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer generally may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of a Default arising from certain events of bankruptcy or insolvency as set forth in the Indenture, with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture, the NotesSecurity Documents, the Guarantees Intercreditor Agreement or the Security Documents Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee or Noteholder Collateral Agent in its exercise of any trust or power. The Trustee and Noteholder Collateral Agent may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if anyprincipal or interest including an accelerated payment or the failure to make a payment on the Fundamental Change of Control Purchase Date, or interestpayment 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 it determines they determine that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of interest on, or the principal of, premium, if any, or interest the premium on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from (other than certain events bankruptcy Events of bankruptcy or insolvency Default with respect to the Issuer, the Guarantor or any material subsidiary of the Issuer) under the Indenture occurs with respect to the Notes and is continuing, then the Trustee may and, at the direction of the Holders of at least 25% in aggregate principal amount of all outstanding Notes of the Outstanding Securities of all series affected (voting together as a single class), shall by written notice, require the Issuer to repay immediately the entire principal amount of all of the Outstanding Securities of all series affected, together with all accrued and unpaid interest and premium, if any. If a bankruptcy Event of Default with respect to the Issuer, the Guarantor or any material subsidiary of the Issuer occurs and is continuing, then the entire principal amount of all of the Outstanding Securities (including the Notes) will automatically become due immediately and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders of Notes may not enforce the Indenture, the Notes, the Notes or related Guarantees or the Security Documents except as provided in the Indenture. Subject The Trustee is not obligated to enforce the Indenture, the Notes or related Guarantees unless it has received indemnity as it reasonably requires. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of all of the then outstanding Notes may Outstanding Securities of all series affected (voting together as a single class) to direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of Notes notice of any certain continuing defaults or Events of Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Fortieth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Fortieth Supplemental Indenture, the Notes, the Guarantees Notes or the Security Documents Guarantee except as provided in the Fortieth Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Fortieth Supplemental Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Fortieth Supplemental Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture (except a continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on, the principal of any of the Notes Note held by a non-consenting Holder) and rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest, if any, or premium that has become due solely because of the acceleration) have been cured or waived. The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoevent.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, and accrued and unpaid interest [and any other monetary obligations on Additional Interest], if any, of all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to described in the IssuerIndenture, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of at least 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 Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, premiumthe Notes, if any, or interest on, and rescind any of acceleration and its consequences with respect to the Notes held by a non-consenting HolderNotes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) Business Days after 30 days of becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the 2046 Notes are defined in Section 6.01 of the Base Indenture, as supplemented by Section 7.01 of the Fourth Supplemental 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 25.025% in principal amount of the then outstanding 2046 Notes by notice to and all other notes issued under the Issuer Indenture affected thereby (all such series voting as a single class) may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding 2046 Notes to be due and payable immediatelyimmediately by notice in writing to the Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Issuer, all outstanding 2046 Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees 2046 Notes or the Security Documents Note Guarantees to the 2046 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 2046 Notes and all other notes of all series affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 2046 Notes and all other notes issued under the Indenture affected thereby (all such series voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the 2046 Notes waive any existing Default and its consequences under the Indenture with respect to the 2046 Notes except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2046 Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) 30 Business Days after becoming aware of any DefaultDefault with respect to the 2046 Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the 2022 Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding 2022 Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2022 Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding 2022 Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, 2022 Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the 2022 Notes notice of any continuing Default (except a Default relating to the payment 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 2022 Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the 2022 Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2022 Notes held by a non-consenting Holder. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within twenty ten (2010) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Senior PIK Election Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Senior Notes by notice to the Issuer 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. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Senior PIK Election Notes or the Guarantees or the Security Documents except as provided in the Indenture. 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. The Trustee may withhold from Holders of the Senior PIK Election Notes notice of any continuing Default (except a Default relating to the payment 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 written notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Special Interest, if any, or interest on, any of the Senior Notes held by a non-consenting Holder. The Issuer 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 Issuer Company is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or Company proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any An Event of Default is: default for 30 days in payment of interest on the Notes; default in payment of principal on the Notes when due; failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in the Indenture or the Notes; default by the Company or any Subsidiary with respect to its obligation to pay principal of or interest on indebtedness for borrowed money aggregating more than $20.0 million or the acceleration of such indebtedness if not withdrawn within 15 days from the date of such acceleration; and certain events of bankruptcy, insolvency or reorganization of the Company or any of its subsidiaries. If an Event of Default (other than as a result of certain events of bankruptcy, insolvency or reorganization) occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the Notes then outstanding Notes by notice may declare all unpaid principal of and accrued interest to the Issuer may declare date of acceleration on the principal, premium, if any, interest and any other monetary obligations on all the Notes then outstanding Notes to be due and payable immediately. Notwithstanding , all as and to the foregoing, extent provided in the case of Indenture. If an Event of Default arising from occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to the Issuerreorganization, all unpaid principal of and accrued interest on the Notes then outstanding Notes will shall become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, principal or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver file periodic reports with the Trustee as to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware absence of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretodefault.

Defaults and Remedies. The Events of Default relating to the Senior Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in aggregate principal amount of the then outstanding Senior Notes by notice to the Issuer 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. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Senior Notes or the Guarantees or the Security Documents except as provided in the Indenture. 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. The Trustee may withhold from Holders of the Senior Notes notice of any continuing Default (except a Default relating to the payment 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 Senior Notes by written notice to the Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Default or 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 Senior Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Issuer, all outstanding Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Notes or the Security Documents Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) 30 Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Required Holders of at least 25.030% in aggregate principal amount of the then outstanding Notes by notice to the Issuer Required Debt may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 written notice to the Trustee may on behalf of the Holders of all of the Notes Required Debt waive any existing Default or and its consequences under the Indenture except a continuing Default in the payment of the principal ofinterest on, premium, if any, or interest on, the principal of any of the Notes Note held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the 2029 Notes are defined in Section 6.01 of the Base Indenture, as supplemented by Section 7.01 of the Fifth Supplemental 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 25.025% in principal amount of the then outstanding 2029 Notes by notice to and all other notes issued under the Issuer Indenture affected thereby (all such series voting as a single class) may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding 2029 Notes to be due and payable immediatelyimmediately by notice in writing to the Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Issuer, all outstanding 2029 Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees 2029 Notes or the Security Documents Note Guarantees to the 2029 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 2029 Notes and all other notes of all series affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 2029 Notes and all other notes issued under the Indenture affected thereby (all such series voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the 2029 Notes waive any existing Default and its consequences under the Indenture with respect to the 2029 Notes except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2029 Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) 30 Business Days after becoming aware of any DefaultDefault with respect to the 2029 Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Eleventh Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Eleventh Supplemental Indenture, the Notes, the Guarantees Notes or the Security Documents Guarantee except as provided in the Eleventh Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Eleventh Supplemental Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Eleventh Supplemental Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030.00% in principal amount of the then outstanding Notes by written notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture (except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting nonconsenting Holder). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty thirty (2030) Business Days days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default Default, its status and what action actions the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the 2049 Notes are defined in Section 6.01 of the Base Indenture, as supplemented by Section 7.01 of the Fifth Supplemental 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 25.025% in principal amount of the then outstanding 2049 Notes by notice to and all other notes issued under the Issuer Indenture affected thereby (all such series voting as a single class) may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding 2049 Notes to be due and payable immediatelyimmediately by notice in writing to the Issuer and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Issuer, all outstanding 2049 Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees 2049 Notes or the Security Documents Note Guarantees to the 2049 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 2049 Notes and all other notes of all series affected thereby may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 2049 Notes and all other notes issued under the Indenture affected thereby (all such series voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the 2049 Notes waive any existing Default and its consequences under the Indenture with respect to the 2049 Notes except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2049 Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) 30 Business Days after becoming aware of any DefaultDefault with respect to the 2049 Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within twenty (20) five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or Issuers proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Fifty-Fifth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Fifty-Fifth Supplemental Indenture, the Notes, the Guarantees Notes or the Security Documents Guarantee except as provided in the Fifty-Fifth Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Fifty-Fifth Supplemental Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Fifty-Fifth Supplemental Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Sixteenth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Sixteenth Supplemental Indenture, the Notes, the Guarantees or the Security Documents Notes except as provided in the Sixteenth Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Sixteenth Supplemental Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Sixteenth Supplemental Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events An event of Default relating default generally is: default by the Issuers for 30 days in payment of interest on the Notes; default by the Issuers in payment of principal of or premium, if any, on, the Notes; default by the Issuers in the deposit of any optional redemption payment when due and payable; defaults resulting in acceleration prior to maturity of certain other Indebtedness or resulting from payment defaults under certain other Indebtedness; failure by the Notes are defined Issuers for 45 days after notice to comply with any of its other agreements in Section 6.01 of the Indenture; certain final judgments against the Issuers; and certain events of bankruptcy or insolvency. If any Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency with respect reorganization relating to either of the IssuerIssuers or their Significant Subsidiaries, all outstanding Notes will shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating Issuers must furnish an annual compliance certificate to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoTrustee.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Thirty-Ninth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Thirty-Ninth Supplemental Indenture, the Notes, the Guarantees Notes or the Security Documents Guarantee except as provided in the Thirty-Ninth Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Thirty-Ninth Supplemental Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Thirty-Ninth Supplemental Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Subject to certain limitations in the Indenture, if an Event of Default (other than an Event of Default specified in clause (g) or (h) of Section 6.01 with respect to any issuer or any Guarantor) occurs and is continuing, the Table of Contents Trustee or the Holders of at least 25.0not less than 25% in aggregate principal amount of the then outstanding Notes may, by written notice to the Issuer may Trustee and the Issuer, and the Trustee upon the request of the Holders of not less than 25% in aggregate principal amount of the outstanding Notes shall, declare the principal, premium, if any, all principal of and accrued interest and any other monetary obligations on all the then outstanding Notes to be immediately due and payable immediately. Notwithstanding and such amounts shall become immediately due and payable and the foregoing, in sole remedy for the case of first 180 days after an Event of Default arising from certain events relating to the failure to comply with the reporting obligations pursuant to Section 4.02 of bankruptcy the Indenture shall consist solely of the right to receive additional interest in the amount of 0.50% per annum. If an Event of Default specified in clause (g) or insolvency (h) of Section 6.01 occurs with respect to the IssuerIssuer or any Subsidiary Guarantor, the principal amount of and interest on, all outstanding Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default default (except a Default relating to the default in payment of principal, premium, if any, or interestinterest on the Notes or a default in the observance or performance of any of the obligations of the Issuer under Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretobest interests.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Required Holders notice of any continuing Default (except a Default relating to the payment 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting HolderNotes. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect theretoDefault.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Forty-Sixth Supplemental Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Forty-Sixth Supplemental Indenture, the Notes, the Guarantees Notes or the Security Documents Guarantee except as provided in the Forty-Sixth Supplemental Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Forty-Sixth Supplemental Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Forty-Sixth Supplemental Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating with respect to the Notes of this series are defined as follows: (i) default for 30 days in Section 6.01 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 any Event of Default occurs and is continuing, either the Trustee or the Holders of at least 25.025% in aggregate principal amount of the then outstanding Outstanding Notes by notice to the Issuer of this series may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes of this series to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerPartnership, all outstanding Outstanding Notes will of this series shall ipso facto become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Notes except as provided in the Indenture. 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. The 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 a а Default relating to the payment of principal, principal premium, if any, or interest) if it determines that withholding notice is in their interestinterests. The Holders of a а majority in aggregate principal amount of the Notes of this series then outstanding by written notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes of this series waive any existing past Default or Event of Default and its consequences under the Indenture consequences, except a а continuing Default or Event of Default in the payment of interest on, the principal of, or premium, if any, on the Notes of this series or interest on, any except as otherwise specified in Section 6.06 of the Notes held by a non-consenting HolderBase Indenture. The Issuer Partnership is required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer Partnership is required within twenty (20) Business Days after upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officers’ Certificate specifying such Default and what action the Issuer is taking or proposes to take with respect theretoEvent of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the IssuerIssuer or any Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the 2024 Notes are defined in Section 6.01 7.01 of the Second Supplemental 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 25.025% in principal amount of the then outstanding 2024 Notes by notice to the Issuer may declare the principal, premium, if any, principal of and accrued but unpaid interest and any other monetary obligations on all the then outstanding 2024 Notes to be due and payable immediatelyimmediately by notice in writing to Delphi LLP and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvency with respect to occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all the Issuer, all outstanding 2024 Notes will shall ipso facto become and be immediately due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes, the Guarantees 2024 Notes or the Security Documents Note Guarantees to the 2024 Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding 2024 Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment 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 2024 Notes by written notice to the Trustee may on behalf of the Holders of all of the 2024 Notes waive any existing Default and its consequences under the Indenture with respect to the 2024 Notes except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the 2024 Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) 30 Business Days after becoming aware of any DefaultDefault with respect to the 2024 Notes, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Dollar Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25.030% 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 Dollar Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuerinsolvency, all outstanding Dollar Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, Dollar Notes or the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Dollar Notes notice of any continuing Default (except a Default relating to the payment 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 written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on, any of the Dollar Notes held by a non-consenting Holder. The Issuer 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 Issuer is Issuers are required within twenty five (205) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating Subject to the Notes are defined in Section 6.01 of the Indenture. If any following paragraph, if an Event of Default specified in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25.025% in principal amount of the then outstanding Notes Securities may declare all the Securities by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes Company to be due and payable immediately. Notwithstanding In addition, certain specified Events of Default will cause the foregoing, in Securities to become immediately due and payable without further action by the case of Holders. The sole remedy for an Event of Default arising from certain events of bankruptcy or insolvency with respect relating to the IssuerCompany’s failure to comply with the reporting obligations under Article 5 of the Indenture, all outstanding Notes and for any failure to comply with the requirements of Section 314(a)(1) of the TIA, will become due and payable immediately without further action or noticefor the 365 days after the occurrence of such an Event of Default consist exclusively of the right to receive Additional Interest on the principal amount of the Securities at a rate equal to 0.25% per annum. Holders may not enforce the Indenture, the Notes, the Guarantees Indenture or the Security Documents Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default relating to the or Event of Default in payment of principal, interest (including Contingent Interest and Additional Interest, if any) or 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 and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.