Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under In the Indenturecase of an Event of Default, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements as defined in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) arising from certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the of its Significant Subsidiaries; (vi) certain judgments , all outstanding Securities will become due and payable immediately and automatically without further action or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesnotice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately. Certain events Holders of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in the best interest their interest. The Holders of a majority in aggregate principal amount of the HoldersSecurities then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Securities, 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, the Securities. [In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Securities pursuant to the optional redemption provisions of the Indenture, an A1-8 equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any willful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. Under the Indenture, Events of Default include include, in summary form, (i) default for 30 days in payment of any interest (including contingent interest, if any) or Liquidated Damages, if any, on the Securities when due, continued for 30 daysany Securities; (ii) default in payment of principal on the Principal Amount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredand payable; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations default by the Company or its Subsidiaries in the payment default in respect of other Indebtedness of at the Companyfinal maturity thereof, any Subsidiary Guarantor or any Significant Subsidiary if after the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds , of principal of indebtedness for money borrowed in the principal amount then outstanding in excess of $15.0 million10,000,000, or acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 30 business days after notice to the Company in accordance with the Indenture; (v) a Guarantee by a Guarantor that is a "significant subsidiary" as defined in Item 1-02(w) of Regulation S-X ceases to be or is asserted by the Company or any Guarantor not to be in full force and effect (other than in accordance with the terms of the Indenture and such Guarantee); and (vi) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in the best interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default details for 30 days in payment of interest on the Securities when due, continued for 30 daysDebentures; (ii) default in payment of principal on the Securities when due Debentures at maturity, upon redemption pursuant to paragraph 5 of the Securitieshereof, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities Debentures when required; (iii) failure by the Company to comply with other agreements in the Indenture or the SecuritiesDebentures, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million1,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties1,000,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Debentures may declare all the Securities Debentures to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities Debentures being due and payable immediately upon the occurrence of such Events of Default. Holders Debentureholders may not enforce the Indenture or the Securities Debentures except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Debentures unless it its receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Debentureholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when dueSecurities, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable by notice in writing to the Company and the Trustee, and upon such declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon acceleration, redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million7,500,000 at the time; (v) certain events of bankruptcy or insolvency with respect to the Company, Company and any Subsidiary Guarantor Restricted Subsidiary; and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties7,500,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 50 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vif) certain judgments or decrees for the payment of money in excess of $15.0 50 million; and (viig) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of or Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon required repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million20.0 million and such acceleration or failure to pay is not rescinded or cured, including by way of repayment, within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 20.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under In the Indenturecase of an Event of Default, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements as defined in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) arising from certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the of its Significant Subsidiaries; (vi) certain judgments , all outstanding Securities will become due and payable immediately and automatically without further action or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesnotice. If an any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately. Certain events Holders of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in the best interest their interest. The Holders of a majority in aggregate principal amount of the HoldersSecurities then outstanding by notice to the Trustee may, on behalf of the Holders of all of the Securities, 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, the Securities. [In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the premium that the Company would have had to pay if it then had elected to redeem the Securities pursuant to the optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any willful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, then the premium specified in the Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any a Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with its obligations under certain covenants, (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary (other than Limited Recourse Indebtedness) if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments events of bankruptcy, insolvency or decrees reorganization with respect to the Company or a Significant Subsidiary; (vii) any judgment or decree for the payment of money in excess of $15.0 million; 10.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice or (viiviii) certain defaults a Subsidiary Guaranty ceases to be in full force and effect (other than in accordance with respect the terms of such Subsidiary Guaranty) or a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty if such default continues for a period of 10 days after notice thereof to Subsidiary Guarantiesthe Company. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. A default under clauses (iii) (except for the covenants referred to in the preceding sentence), (iv), (vii) or (viii) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase 106 EXHIBIT 4.1 Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 7.5 million, or its foreign currency equivalent at the time; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $15.0 7.5 million; and (vii) certain defaults with respect to Subsidiary Guaranties, or its foreign currency equivalent at the time. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million10.0 million and such acceleration or failure to pay is not 118 rescinded or cured within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon optional redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company Company, or any Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable by notice in writing to the Company and the Trustee, and upon such declaration the Securities will be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal or premium on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Issuer or any Significant Restricted Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vif) certain judgments or decrees for the payment of money in excess of $$ 15.0 million; and (viig) certain defaults with respect to Subsidiary GuarantiesSecurity Guarantees of the Issuer or any Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in the best interest of the Holders. • Trustee Dealings with the Issuer Subject to certain limitations imposed by the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Issuer or its Affiliates and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities any Security when due at maturityits Stated Maturity, upon redemption pursuant to paragraph paragraphs 5 of the Securitiesor 6 above, upon required purchaserepurchase, upon acceleration or otherwise, or (iii) failure by the Company to redeem or purchase Securities when requiredcomply with Article 5 of the Indenture; (iiiiv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of failure by the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the amount accelerated (or if Holders thereof because of a default and the total amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) unpaid or accelerated exceeds $15.0 5.0 million; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain the rendering of any judgments or decrees for the payment of money in excess of $15.0 5.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturitySecurities, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, repurchase upon acceleration declaration or otherwise, or failure by the Company Issuers to redeem or purchase Securities when required; (iii) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor or any Significant Subsidiary Issuers if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 __ million; (v) M certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Issuers and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 __ million, subject to lapse of time and notice; and (vii) certain defaults events with respect to Subsidiary Guarantiesthe guarantees of the Issuers' obligations under the Securities by certain of their subsidiaries. If However, a default under clauses -5- 6 certain of their subsidiaries. However, a default under clauses (iii) and (vi) will not constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Securities outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such notice. If an Event of Default occurs and is continuing, the Trustees or the Holders of at least 25% in principal amount of the Securities outstanding may declare the principal of and all accrued but unpaid interest on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of or Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon required repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million10.0 million and such acceleration or failure to pay is not rescinded or cured within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at 133 least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal or premium, if any, on the Securities any Security when due at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchaserepurchase, upon acceleration declaration or otherwise, or (iii) failure by the Company to redeem comply for 30 days after notice with Sections 4.3, 4.4, 4.6 or purchase Securities when requiredArticle 5 of the Indenture; (iiiiv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timefor 60 days after notice; (iv) certain accelerations or payment default in respect of other Indebtedness of failure by the Company, any Subsidiary Guarantor Company or any Significant Restricted Subsidiary if to pay any Indebtedness within any applicable grace period after final maturity or acceleration by the amount accelerated (or if Holders thereof because of a default and the total amount of such Indebtedness with respect to which unpaid or accelerated exceeds $5.0 million and in either case, such a payment default is not made after expiration of any applicable grace period) exceeds $15.0 millioncured or waived and such acceleration, if any, rescinded or the Indebtedness is not paid in 30 days; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, Company or any Subsidiary Guarantor Restricted Subsidiary; and the Significant Subsidiaries; (vi) certain the rendering of any judgments or decrees against the Company or any Restricted Subsidiary for the payment of money in excess of $15.0 5.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties, if any such judgment or decree is not discharged, waived or stayed within 60 days after entry of such judgment or decree. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaseredemption, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million30,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vif) certain judgments or decrees for the payment of money in excess of $15.0 million30,000,000; and (viig) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default the Company defaults in payment of interest on which becomes payable after the Securities when due, continued have been converted to semiannual coupon notes following the occurrence of a Tax Event pursuant to Article 10 of the Indenture and such default continues for 30 daysdays (whether or not such payment shall be prohibited by the terms of the Indenture); (ii) default in payment of principal on the Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due at maturity, upon redemption pursuant to paragraph 5 and payable (whether or not such payment shall be prohibited by the terms of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredIndenture); (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect the payment of any principal when due or resulting in acceleration of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if Company for borrowed money where the aggregate principal amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) the default or acceleration has occurred exceeds $15.0 million10,000,000, and such acceleration has not been rescinded or annulled within a period of 10 days after receipt by the Company of a Notice of Default, subject to notice and lapse of time; and (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in the best interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Issue Price plus accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when duethe same becomes due and payable, continued for 30 days; (ii) default in the payment of principal on the Securities interest or liquidated damages, if any, when due at maturityand payable, upon redemption pursuant subject to paragraph 5 lapse of the Securitiestime, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or default by the Company in the payment default in respect of other Indebtedness of at the Companyfinal maturity thereof, any Subsidiary Guarantor or any Significant Subsidiary if after the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds , of principal of or interest on indebtedness for money borrowed, other than non-recourse indebtedness, in the principal amount then outstanding of $15.0 million50 million or more, or acceleration of any indebtedness in such principal amount so that it becomes due and payable prior to the date on which it would otherwise have become due and payable and such acceleration is not rescinded within 30 days after notice to the Company in accordance with the Indenture; and (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interestamounts specified in clause (i) above) if it determines that withholding notice is in the best interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events an Event of Default include occurs if: (i) default the Company defaults in any payment of interest on on, or Liquidated Damages with respect to, any Security when the Securities when duesame becomes due and payable, continued whether or not such payment shall be prohibited by Article X of the Indenture, and such default continues for a period of 30 days; (ii) default the Company defaults in the payment of the principal of or premium, if any, on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration whether or otherwise, or failure not such payment shall be prohibited by Article X of the Company to redeem or purchase Securities when requiredIndenture; (iii) failure by the Company fails to comply with other covenants and agreements in the Indenture or the SecuritiesIndenture, in certain cases subject to notice and lapse of timeapplicable grace periods as set forth in the Indenture; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor Company or any Restricted Subsidiary that is a Significant Subsidiary occur if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million15,000,000; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, Company and any Restricted Subsidiary Guarantor and the which is a Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million15,000,000 against the Company or any Restricted Subsidiary that is a Significant Subsidiary; and (vii) certain defaults with respect except as is permitted by the Indenture, a Security Guarantee by a Guarantor that is a Significant Subsidiary shall be held in any judicial proceeding to Subsidiary Guarantiesbe unenforceable or invalid or shall for any reason cease to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its obligations under the Indenture or its Security Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its trust officers in good faith determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under Section 6.1 of the Indenture, Indenture sets forth several Events of Default include Default, including: (i) default in any payment of interest (including any Additional Interest required by the applicable Registration Rights Agreement), on the Securities any Security when due, continued for 30 days; (ii) default in the payment of principal on the Securities any Security when due at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchaserepurchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; and (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the CompanyCompany or a Significant Subsidiary or group of Restricted Subsidiaries that, any Subsidiary Guarantor and taken together (as of the Significant Subsidiaries; (vi) certain judgments or decrees latest audited consolidated financial statements for the payment of money in excess of $15.0 million; Company and (vii) certain defaults with respect to Subsidiary Guarantiesits Restricted Subsidiaries), would constitute a Significant Subsidiary. If an Event of Default (other than an Event of Default described in (iii) of the preceding paragraph) occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the outstanding Securities may by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events If an Event of Default which will result described in clause (iii) of the preceding paragraph occurs and is continuing, the principal of and accrued and unpaid interest (including Additional Interest) on all the Securities being will become and be immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The 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 Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in the best interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary the Guarantors if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor the Guarantors and the Significant Subsidiaries; (vi) certain judgments the failure of a Guarantee to be in full force and effect; or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect the failure of any security interest under the Security Documents to Subsidiary Guarantiesbe in full force and effect or the declaration of any security interest created or purported to be created thereunder as invalid or unenforceable or the assertion by the Company or any Guarantor in any pleading in any court of competent jurisdiction that any such security interest is invalid or unenforceable. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines in its sole discretion that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include, without limitation: (i) default for 30 days in payment of interest when due on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of the principal of or premium, if any, on the Securities when due at maturityStated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in Exhibit 4.1 the Indenture or and the Securities, subject in certain cases subject to notice and and/or lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain judgments the failure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or decrees for the payment group of money Subsidiaries that taken together would constitute a Significant Subsidiary, to be in excess of $15.0 million; full force and effect (viiexcept as contemplated thereby) certain defaults with respect to Subsidiary Guarantiesor any denial or disaffirmation thereof. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itthe Trustee. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include are defined in the Indenture and generally include: (i) default for 30 days in payment of any interest on the Securities when due, continued for 30 daysSecurities; (ii) default in any payment of principal of or premium, if any, on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredand payable; (iii) failure default by the Company to comply or the Guarantor in compliance with any of its other covenants or agreements in, or provisions of, the Securities or in the Indenture which shall not have been remedied within 90 days after written notice by the Trustee or by the Securitiesholders of at least 25% in principal amount of the Securities then outstanding (or, in certain cases subject to notice and lapse the event that other Debt Securities issued under the Indenture are also affected by the default, then 25% in principal amount of timeall outstanding Debt Securities so affected); or (iv) certain accelerations events involving bankruptcy, insolvency or payment default in respect of other Indebtedness reorganization of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesGuarantor. If an Event of Default occurs and is continuing, the Trustee by notice to the Company and the Guarantor, or the Holders of at least 25% in principal amount of the then outstanding Securities of the series affected by such Event of Default (or, in the case of an Event of Default described in clause (iii) above, if outstanding Debt Securities of other series are affected by such default, then at least 25% in principal amount of the then outstanding Debt Securities so affected) by notice to the Company, the Guarantor and the Trustee, may declare the principal of and interest on all the Securities to be immediately due and payable immediately. Certain payable, except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default which will result in the Company or the Guarantor, all outstanding Debt Securities being under the Indenture become due and payable immediately without further action or notice. The amount due and payable upon the occurrence acceleration of such Events any Security is equal to 100% of Defaultthe principal amount thereof plus accrued interest to the date of payment. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities 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 default in payment of principal principal, premium or interest) if it determines that withholding notice is in their interests. The Company and the best interest of Guarantor must furnish annual compliance certificates to the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysDebentures; (ii) default in payment of principal on the Securities when due Debentures at maturity, upon redemption pursuant to paragraph 5 of the Securitieshereof, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities Debentures when required; (iii) failure by the Company to comply with other agreements in the Indenture or the SecuritiesDebentures, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million1,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties1,000,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Debentures may declare all the Securities Debentures to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities Debentures being due and payable immediately upon the occurrence of such Events of Default. Holders Debentureholders may not enforce the Indenture or the Securities Debentures except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Debentures unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities Debentures may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Debentureholders notice of any continuing Default (except a Default in payment of principal or interest) if it is determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysNotes; (iib) default in payment of principal on the Securities when due Notes at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaseNotes, upon acceleration or otherwise, or failure by the Company Issuer to redeem or purchase Securities Notes when required; (iiic) failure by the Company Issuer or any Guarantor to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the CompanyIssuer, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 25 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vif) certain judgments or decrees for the payment of money in excess of $15.0 25 million; and (viig) certain defaults any Guarantee of any Significant Subsidiary ceases to be in full force and effect (other than in accordance with respect to Subsidiary Guarantiesthe terms thereof) or any Guarantor denies or disaffirms its obligations under its Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) includes: default in the payment by the Company or the Guarantor of accrued and unpaid interest (including any Additional Interest) on the Securities when due, which has continued for 30 days, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; (ii) default by the Company or the Guarantor in the payment of principal of the Securities or in the payment of any amount due on the Securities Guarantee when due at maturityand payable, upon redemption pursuant to paragraph 5 whether or not such payment shall be prohibited by the subordination provisions of the Securities, upon required purchase, upon acceleration or otherwise, or failure Indenture; default by the Company or the Guarantor in the payment of the Redemption Price to redeem be paid upon a redemption at the option of the Company pursuant to Section 5 of this Security or purchase Securities when requiredthe Purchase Price or Change of Control Purchase Price to be paid upon a redemption at the option of the Holder pursuant to Section 6 of this Security, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; (iii) failure by the Company either Obligor for 90 days after certain notice to it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timeIndenture; (iv) certain accelerations or payment default in respect the payment of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary either Obligor if the amount accelerated (or if the amount such payment exceeds $50,000,000 and such default results in acceleration of such Indebtedness indebtedness; acceleration of payments with respect to which such a payment is not made after expiration Indebtedness of any applicable grace period) exceeds either Obligor in excess of $15.0 million50,000,000; (v) the Guarantee being held unenforceable or invalid or ceasing to be in full force and effect; and certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantieseither Obligor. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the principal of and accrued and unpaid interest on the Securities to be immediately due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being immediately due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default default (except a Default default in the payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the best interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Restricted Subsidiary to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or (including failure to pay within any grace period after payment default in respect is due) of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Restricted Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million10.0 million or the US Dollar Equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesRestricted Subsidiary; (vi) the seizure, compulsory acquisition, expropriation or nationalization of material assets of the Company or its Subsidiaries; (vii) the failure of any Subsidiary Guarantee to be in full force or the denial or disaffirmation by any Subsidiary Guarantor of its obligation under the Indenture or Guarantee; and (viii) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties10.0 million or the US Dollar Equivalent. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediatelyimmediately (including all Additional Amounts thereon). Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph Section 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company or any Subsidiary Guarantor that is a Significant Subsidiary to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 75.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the that is a Significant SubsidiariesSubsidiary; (vif) certain judgments or decrees for the payment of money in excess of $15.0 75.0 million; and (viig) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the Securities by notice to the Company and the Trustee, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events an Event of Default include includes: 1. default for 30 days in payment of any interest (iincluding Contingent Interest) on any Securities; 1. default in payment of interest any principal (including, without limitation, any premium, if any) on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or 1. failure by the Company for 60 days after notice to redeem or purchase Securities when required; (iii) failure by the Company it to comply with any of its other agreements contained in the Indenture or the Securities, in certain cases subject ; 1. a default which involves the failure to notice and lapse pay principal of time; (iv) certain accelerations or payment default in respect of other any premium or interest on Indebtedness of the CompanyCompany and its Subsidiaries, any Subsidiary Guarantor or any Significant Subsidiary if which results in the amount accelerated (or if the amount acceleration of such Indebtedness with respect prior to which its stated maturity, if such a payment is not made after expiration Indebtedness aggregates $10 million or more; 1. failure by the Company or any of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect its Subsidiaries to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain pay final judgments or decrees for the payment of money aggregating in excess of $15.0 10 million, which judgments are not paid, discharged or stayed for a period of 60 days; and (vii) 1. certain defaults with respect to Subsidiary Guarantiesevents 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 or any of its Subsidiaries) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all unpaid principal to the date of acceleration on the Securities then outstanding to be due and payable immediately, all as and to the extent provided in the Indenture. Certain If an Event of Default occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default which will result in the Company, unpaid principal of the Securities being then outstanding shall become due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in principal amount of the Securities then outstanding 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 default in payment of principal or interestinterest (including Contingent Interest)) if it determines that withholding notice is in their interests. The Company is required to file periodic reports with the best interest Trustee as to the absence of the Holdersdefault.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million20.0 million and such acceleration or failure to pay is not rescinded or cured, including by way of repayment, within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain final, non- appealable judgments or decrees for the payment of money in excess of $15.0 20.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.their interest. 90 6

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in the payment when due of interest on the Notes; (b) default in payment when due of interest principal of or premium, if any, on the Securities when due, continued for 30 daysNotes (including the failure to repurchase the Notes pursuant to a Change of Control Offer or Asset Sale Offer); (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company Company, any Guarantor or any Significant Subsidiary to comply with Section 5.01 of the Indenture; (d) failure by the Company, any Guarantor or any Significant Subsidiary for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with certain other agreements in the this Indenture or the Securities, in certain cases subject to notice and lapse of timeNotes; (ive) default under certain accelerations or payment default in respect of other agreements relating to Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if which default results in the amount accelerated (or if the amount acceleration of such Indebtedness with respect prior to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 millionits express maturity; (vf) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (g) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the of its Restricted Subsidiaries that is a Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 millionSubsidiary; and (viih) certain defaults with respect except as permitted by the Indenture, any applicable Subsidiary Guarantee or a Significant Subsidiary shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or a Significant Subsidiary Guarantiesor any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee. If an any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding Notes may declare all the Securities Notes to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which involving the Company, all outstanding Notes will result in the Securities being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the this Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in the best interest their interest. The Holders of a majority in aggregate principal amount of the HoldersNotes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in any payment of interest on the Securities when due, continued that continues for 30 days; (ii) default in payment of principal Principal on the Securities when due at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or the Subsidiary Guarantors to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company, any the Subsidiary Guarantor Guarantors or any Significant Subsidiary of the Company's Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 30 million; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million30 million against the Company or any Significant Subsidiary; and (vii) certain defaults with respect except as permitted under the Indenture, a Subsidiary Guarantee ceases to be in full force and effect for 30 days after notice or a Subsidiary GuarantiesGuarantor denies or disaffirms its obligations under its Subsidiary Guarantee; or (viii) except as permitted by the Collateral Documents, the Credit Agreement and the Indenture or any amendment thereto, any of the Collateral Documents ceases to be in full force and effect or ceases to be effective, in all material respects, to create a Lien on the Collateral in favor of the Senior Noteholders for 30 days after notice. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is not opposed to their interest. 4 54 14. TRUSTEE DEALINGS WITH THE COMPANY Subject to certain limitations set forth in the best interest Indenture, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Securities and may otherwise deal with and collect obligations owed to it by the Company or its affiliates and may otherwise deal with the Company or its affiliates with the same rights it would have if it were not Trustee. 15. NO RECOURSE AGAINST OTHERS A director, officer, employee or stockholder, as such, of the HoldersCompany or the Subsidiary Guarantors shall not have any liability for any obligations of the Company or the Subsidiary Guarantors under the Securities or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Security, each Securityholder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 16. AUTHENTICATION This Security shall not be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) manually signs the certificate of authentication on the other side of this Security. 17. ABBREVIATIONS Customary abbreviations may be used in the name of a Securityholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entirety), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian) and U/G/M/A (=Uniform Gift to Minors Act). 18. CUSIP NUMBERS Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures the Company has caused CUSIP numbers to be printed on the Securities and has directed the Trustee to use CUSIP numbers in notices of redemption as a convenience to Securityholders. No representation is made as to the accuracy of such numbers either as printed on the Securities or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. 19. GOVERNING LAW This Security shall be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. The Company will furnish to any Securityholder upon written request and without charge to the Securityholder a copy of the Indenture which has in it the text of this Security in larger type. Requests may be made to: Coltec Industries Inc, 3 Coliseum Center, 2550 Xxxx Xxxxxx Xxxx, Xxxxxxxxx, XX 00000 Xxxention: Chief Financial Officer. 5 55 ASSIGNMENT FORM To assign this Security, fill in the form below: I or we assign and transfer this Security to (Print or type assignee's name, address and zip code) (Insert assignee's soc. sec. or tax I.D. No.) and irrevocably appoint agent to transfer this Security on the books of the Company. The agent may substitute another to act for him. -------------------------------------------------------------------------------- Date: Your Signature: Signature Guarantee: ___________________________________________ (Signature must be guaranteed by a participant in a recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) -------------------------------------------------------------------------------- Sign exactly as your name appears on the other side of this Security. In connection with any transfer or exchange of any of the Securities evidenced by this certificate occurring prior to the date that is two years after the later of the date of original issuance of such Securities and the last date, if any, on which such Securities were owned by the Company or any Affiliate of the Company, the undersigned confirms that such Securities are being transferred: CHECK ONE BOX BELOW: (1)[ ] to the Company; or (2)[ ] pursuant to an effective registration statement under the Securities Act of 1933; or (3)[ ] inside the United States to a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act of 1933) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that such transfer is being made in reliance on Rule 144A, in each case pursuant to and in compliance with Rule 144A under the Securities Act of 1933; or (4)[ ] outside the United States in an offshore transaction within the meaning of Regulation S under the Securities Act in compliance with Rule 904 under the Securities Act of 1933; or (5)[ ] pursuant to another available exemption from registration provided by Rule 144 under the Securities act of 1933. Unless one of the boxes is checked, the Trustee will refuse to register any of the Securities evidenced by this certificate in the name of any Person other than the registered holder thereof; provided, however, that if box (4) or (5) is checked, the Trustee may require, prior to registering any such transfer of the Securities, such legal opinions, certifications and other information as the Company has reasonably requested to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933, such as the exemption provided by Rule 144 under such Act. -------- Signature Guarantee: Signature ------------------------------------------------------ -------- (Signature must be guaranteed by a participant in a Signature recognized Signature Guarantee Medallion Program or other signature guarantor program reasonably acceptable to the Trustee) -------------------------------------------------------------------------------- 56 TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED. The undersigned represents and warrants that it is purchasing this Security for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned's foregoing representations in order to claim the exemption from registration provided by Rule 144A. Dated: ------------------------------------ --------------------------------------------------- NOTICE: To be executed by an executive officer 57 [TO BE ATTACHED TO GLOBAL SECURITIES] SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY The following increases or decreases in this Global Security have been made: AMOUNT OF DECREASE AMOUNT OF INCREASE PRINCIPAL AMOUNT OF SIGNATURE OF IN PRINCIPAL AMOUNT IN PRINCIPAL AMOUNT THIS GLOBAL SECURITY AUTHORIZED OFFICER DATE OF OF THIS GLOBAL OF THIS GLOBAL FOLLOWING SUCH OF TRUSTEE OR EXCHANGE SECURITY SECURITY DECREASE OR INCREASE SECURITIES CUSTODIAN -------- ------------------- ------------------- -------------------- --------------------

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of a failure to pay within any grace period after maturity other Indebtedness indebtedness of the CompanyIssuers in an amount in excess of $25 million, subject to notice and lapse of time; provided, however, that if any Subsidiary Guarantor or any Significant Subsidiary if such failure shall cease, then the amount accelerated (or if the amount Event of such Indebtedness with respect Default by reason thereof shall be deemed likewise to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 millionhave been cured; (v) certain events accelerations of bankruptcy other indebtedness of the Issuers if the amount accelerated exceeds $25 million, subject to notice and lapse of time; provided, however, that if any such default or insolvency with respect acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to the Company, any Subsidiary Guarantor and the Significant Subsidiarieshave been cured; (vi) certain judgments or decrees for the payment of money any Guarantee ceasing to be in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. full If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of or Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon required repurchase, upon required repurchase, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million10.0 million and such acceleration or failure to pay is not rescinded or cured within a 110 6 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysNotes; (ii) default in payment of principal on the Securities when due Notes at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaseNotes, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities Notes when required; (iii) failure by the Company or any Restricted Subsidiary to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 20.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any a Subsidiary Guarantor and the or any Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 20.0 million; and (vii) certain defaults with respect to Subsidiary the Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in not opposed to the best interest of the Holders. TRUSTEE DEALINGS WITH THE COMPANY Subject to certain limitations imposed by the Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Company or its Affiliates and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. NO RECOURSE AGAINST OTHERS A director, officer, manager, employee, incorporator, member, partner or stockholder, as such, of the Company, any Guarantor or the Trustee shall not have any liability for any obligations of the Company under the Notes or the Indenture or any Guarantor under any Guaranty, as the case may be, or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) includes: default in the payment by the Company of accrued and unpaid interest (including any Additional Interest) on the Securities when due, which has continued for 30 days, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; (ii) default by the Company in the payment of principal on of the Securities when due and payable, whether or not such payment shall be prohibited by the subordination provisions of the Indenture; default by the Company in the payment of the Redemption Price to be paid upon a redemption at maturity, upon redemption the option of the Company pursuant to paragraph Section 5 of this Security or the SecuritiesPurchase Price or Change of Control Purchase Price to be paid upon a redemption at the option of the Holder pursuant to Section 6 of this Security, upon required purchase, upon acceleration whether or otherwise, or not such payment shall be prohibited by the subordination provisions of the Indenture; failure by the Company for 90 days after certain notice to redeem or purchase Securities when required; (iii) failure by the Company it to comply with any of its other covenants or agreements in the Indenture or Indenture; the SecuritiesCompany defaults in the payment when due, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default including any applicable grace period, in respect of other Indebtedness indebtedness for borrowed money of the Company, any Subsidiary Guarantor which payment is in an amount in excess of $20,000,000, or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness Company defaults with respect to any indebtedness for borrowed money of the Company, which such a payment is not made after expiration default results in acceleration of any applicable grace period) exceeds such indebtedness which is in an amount of in excess of $15.0 million20,000,000; (v) and certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, Company or any Subsidiary Guarantor and the of its Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the principal of and accrued and unpaid interest on the Securities to be immediately due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being immediately due and payable immediately upon the occurrence of such Events of Default, subject to applicable laws. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default default (except a Default default in payment of principal or premium, if any, or interest) if it determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the best interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, a Guarantor or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysNotes; (ii) default in payment of principal Principal on the Securities when due Notes at maturity, upon redemption pursuant to paragraph 5 of the SecuritiesNotes, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities repurchase Notes when required; (iii) failure by the Company to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million25 million and continues for 10 days after the required notice to the Company; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million25 million if such default continues for 10 days after the required notice to the Company; and (vii) certain defaults a Subsidiary Guarantee ceasing to be in full force and effect (other than in accordance with respect the Indenture) if such Default continues for 10 days after the required notice to the Company or denial or disaffirmation by a Subsidiary GuarantiesGuarantor of its obligations under its Subsidiary Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal Principal amount of the Securities may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal Principal amount of the Securities 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 (except a Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) after exercise by the Company of its option pursuant to Section 12.01 of the Indenture following a Tax Event, default in the payment of interest on the Securities when due, continued that continues for 30 a period of 31 days; (ii) default in payment of principal on the Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Purchase Price or Change in Control Purchase Price, as the case may be, in respect of the Securities when the same becomes due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredand payable; (iii) failure either to deliver shares of Common Stock or pay cash in lieu thereof (together with cash in lieu of fractional shares) in accordance with the terms of the Indenture when such Common Stock (or cash) is required to be delivered following conversion of a Security and such failure is not remedied for a period of 10 days; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) in the immediately preceding paragraph) if it determines that withholding notice is in the best interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure except as contemplated by the Company terms of the Indenture, the Guarantee ceasing to comply with other agreements be in full force and effect or the Guarantor denying or disaffirming in writing its obligations under the Indenture of the Guarantee or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesIssuer. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.” Supplemental Indenture ARTICLE TWO

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturitytheir Stated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply with other Section 5.01 of the Indenture; (d) failure by the Company to comply with certain provisions in Article 4 of the Indenture, subject to notice and lapse of time; (e) failure by the Company or any Subsidiary Guarantor to comply with any of its agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivf) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the total amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million36,000,000; (vg) certain events of bankruptcy or insolvency with respect to the Company, any a Subsidiary Guarantor and the or any Significant SubsidiariesSubsidiary; (vih) certain judgments or decrees entered against the Company, a Subsidiary Guarantor or any Significant Subsidiary for the payment of money in excess of $15.0 million36,000,000; and (viii) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph paragraphs 5 of the Securities, upon required purchaseor 6 above, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or Company and any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the its Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money is in excess of $15.0 10 million; and (vii) certain defaults with respect any Subsidiary Guaranty by a Significant Subsidiary ceases to be in full force and effect (except as contemplated in the Indenture) or any Subsidiary GuarantiesGuarantor that is a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guaranty. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities then outstanding may declare all the Securities to be due and payable immediatelypayable. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in not opposed to the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or Holdings to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations acceleration or payment default in respect failure to pay within any grace period after final maturity of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) so unpaid exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any the Subsidiary Guarantor Guarantors and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; 10.0 million and (vii) certain defaults with respect to Subsidiary Securities Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain events or defaults with respect to the Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company or the Subsidiary Guarantors to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 5.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Company or Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; 5.0 million and (vii) certain events or defaults with respect to the Subsidiary GuarantiesGuarantees or the Security Agreements. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal principal, or premium, if any, on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, any the Subsidiary Guarantor Guarantors and the Significant Subsidiaries; (vif) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (viig) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or FTL-Cayman to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor FTL-Cayman or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million25,000,000 and continues for 10 days after the required notice to the Company; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million25,000,000; (vii) the FTL-Cayman Guarantee ceasing to be effective; and (viiviii) certain defaults with respect during Non-Investment Grade Rating Periods, any Subsidiary Guarantee ceasing to Subsidiary Guarantiesbe effective. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency with respect to the Company or FTL-Cayman are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events If an Event of Default include occurs (i) default in payment other than an Event of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant Default relating to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to or reorganization of the Company, Company or any Subsidiary Guarantor and the Significant Subsidiaries; (viSubsidiary) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Securities may declare all the Securities to be due and payable immediately; provided that so long as any Indebtedness permitted to be incurred pursuant to the Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of (i) the acceleration of any Indebtedness under the Credit Agreement and (ii) five Business Days after receipt by the Company of written notice of such acceleration. Certain Defaults shall not constitute an Event of Default until the Trustee notifies the Company or the Holders of at least 25% in aggregate principal amount of the outstanding Securities notify the Company and the Trustee of the Default and the Company or its Subsidiary, as applicable, does not cure such Default within the time specified in the Indenture after receipt of such notice. If an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events of Default which will result in reorganization with respect to the Company or any Significant Subsidiary occurs, all outstanding Securities being shall become due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture without further action or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itnotice. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities 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 or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the best payment of principal or interest or additional interest. The Holders of a majority in aggregate principal amount of the HoldersSecurities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium and additional interest, if any, on, or the principal of, the Securities. The Company shall deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, the Company shall deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10 million; and (vii) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately; provided, however, that so long as any Bank Indebtedness remains outstanding, the Securities shall not be due and payable until the earlier of (1) five Business Days after giving written notice to the Company and the administrative agent (or similar agent if there is no administrative agent) under the Credit Agreement and (2) the day on which any Bank Indebtedness is accelerated. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.. 136 11

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company Company, Parent or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 17.5 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Parent and any Subsidiary Guarantor and the Significant Subsidiaries; (vif) certain judgments or decrees for the payment of money in excess of $15.0 million; 17.5 million and (viig) certain defaults with respect to the Parent Guaranty or any Subsidiary GuarantiesGuaranty. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except ex- cept a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company and FTL-Cayman to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor FTL-Cayman or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million25,000,000 and continues for 10 days after the required notice to the Company; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million25,000,000; (vii) the FTL-Cayman Guarantee ceasing to be effective; and (viiviii) certain defaults with respect during Non-Investment Grade Rating Periods, any Subsidiary Guarantee ceasing to Subsidiary Guarantiesbe effective. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency with respect to the Company or FTL-Cayman are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) is default in the payment of interest on the Securities when due, continued for 30 days, whether or not such payment is prohibited or restricted by the subordination provisions of the Indenture; (ii) default in payment of principal of or premium, if any, on the Securities when due and payable, whether or not such payment is prohibited or restricted by the subordination provisions of the Indenture; default in payment of the Repurchase Price to be paid upon a redemption at maturity, upon redemption the option of the Holder pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or 6; failure by the Company for 60 days after certain notice to redeem or purchase Securities when required; (iii) failure by the Company it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timeIndenture; (iv) certain accelerations or payment default in respect the payment of other Indebtedness evidences of indebtedness of the Company, any Subsidiary Guarantor Company if such payment exceeds $20,000,000 or any Significant Subsidiary if the amount accelerated (or if the amount acceleration of such Indebtedness payments with respect to which such a payment is not made after expiration indebtedness of any applicable grace period) exceeds the Company in excess of $15.0 million20,000,000; (v) and certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Securities may declare the principal of, and accrued interest on, all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default default (except a Default default in payment of principal or premium, if any, or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the best interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) a failure to pay within any grace period after maturity other indebtedness of the Issuer in an amount in excess of $25 million, subject to notice and lapse of time; provided, however, that if any such failure shall cease, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain accelerations or payment default in respect of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Issuer if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 25 million, subject to notice and lapse of time; provided, however, that if any such default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (vvi) except as contemplated by the terms of the Indenture, the Guarantee ceasing to be in full force and effect or the Guarantor denying or disaffirming in writing its obligations under the Indenture of the Guarantee or (vii) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesIssuer. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 3.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; 3.0 million and (vii) certain defaults default for 10 days by a Subsidiary Guarantor with respect to its obligations under its Subsidiary GuarantiesGuarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysof this series; (ii) default in payment of principal on the Securities of this series when the same becomes due at maturitythe Stated Maturity, upon redemption pursuant to paragraph 5 of the SecuritiesSecurities of this series, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company Issuer to redeem or purchase Securities of this series when required; (iii) failure by the Company Company, the Issuer, any Guarantor or any Collateral Obligor to comply with other agreements in the Indenture or the SecuritiesSecurities of this series, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the CompanyIssuer, any Subsidiary Significant Subsidiary, any Guarantor or any Significant Subsidiary Collateral Obligor if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the CompanyIssuer, any Subsidiary Significant Subsidiary, any Guarantor and the Significant Subsidiariesor any Collateral Obligor; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesGuaranties or Security Documents; (viii) certain defaults relating to the Collateral Security; and (ix) certain defaults in payment of any sinking fund or purchase fund or analogous obligation when due. If an Event of Default occurs and is continuingcontinuing as to Securities of this series, the Trustee or the Holders of at least 25% in principal amount of the Securities of this series may declare all of the Securities of this series to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities of this series being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities of this series except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities of this series unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of this series notice of any continuing Default (except a Default in payment of principal or interestinterest on any Security) if it determines that withholding notice is in the best interest of the HoldersHolders of this series.

Defaults and Remedies. Under the Indenture, Events of Default include include: (ia) default for 30 days in the payment when due of interest on the Securities; (b) default in payment when due of interest principal of or premium, if any, on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when same becomes due and payable at maturityits Stated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchaserepurchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply with Section 5.01 of the Indenture; (d) failure by the Company for 60 days to comply with certain other agreements in the this Indenture or the Securities, in certain cases subject to notice ; and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the of its Restricted Subsidiaries that is a Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesSubsidiary. If any Event of Default (other than an Event of Default specified in clause (e) or (f) of Section 6.01 hereof with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediatelypayable. Certain Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events involving the Company or any of Default which will result in its Restricted Subsidiaries that is a Significant Subsidiary, the principal of and interest on all outstanding Securities being shall be ipso facto immediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events the Trustee or any Holders of Defaultthe Securities. Holders may not enforce the this Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Securities notice of any continuing Default or Event of Default (except a Default in or Event of Default relating to the payment of principal or interest) if it in good faith determines that withholding notice is in the their best interest interest. The Holders of a majority in aggregate principal amount of the HoldersSecurities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Securities waive any existing Default or Event of Default and its consequences under this Indenture except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Securities (including in connection with an offer to repurchase). The Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any event which would constitute certain Defaults, their status and what action it is taking or proposes to take in respect thereof.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest principal on the Securities when due, continued for 30 days; (ii) default for 30 days in payment of principal interest on the Securities; (iii) failure to purchase the Securities when due at maturity, upon redemption required to be purchased pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required7; (iiiiv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations or payment default in respect (including failure to pay within 30 days after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Restricted Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million5,000,000; (vvi) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Restricted Subsidiary; and the Significant Subsidiaries; (vivii) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties5,000,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysthe same becomes due and payable; (ii) default in payment of principal on the Securities when the same becomes due and payable at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million10.0 million and such acceleration or failure to pay is not rescinded or cured within a 10-day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) the failure of any Subsidiary Guarantee to be in full force and effect or the denial or disaffirmation by any Subsidiary Guarantor of its obligations under the Indenture or the Securities in certain defaults with respect to Subsidiary Guarantiescases. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default the Company defaults in payment of interest on when due under the Securities when due, continued and such default continues for 30 days; (ii) default in payment of principal on the Principal Amount, Redemption Price, Make-Whole Payment, Repurchase Price or Fundamental Change Redemption Price, as the case may be, in respect of the Securities when the same becomes due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredand payable; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, other than those referred to in certain cases clauses (i) and (ii) above, subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to affecting the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) Company or certain judgments or decrees for the payment of money in excess of $15.0 millionits subsidiaries; and (viiv) certain defaults the Pledge Agreement shall cease to be in full force and effect or enforceable, other than in accordance with respect its terms, or fails to Subsidiary Guarantiesgive the Trustee the liens, rights, powers and privileges purported to be created thereby. If A Default under clause (iii) above is not an Event of Default occurs and is continuing, until the Trustee notifies the Company, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities may declare all at the Securities to be due time outstanding notify the Company and payable immediately. Certain events the Trustee, of bankruptcy or insolvency are Events of the Default which will result and the Company does not cure such Default (and such Default is not waived) within the time specified in the Securities being due and payable immediately upon the occurrence Indenture after actual receipt of such Events of Defaultnotice. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in the best interest of the Holderstheir interests.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysNotes; (iib) default in payment of principal on the Securities when due Notes at maturity, upon redemption pursuant to paragraph Paragraph 5 of the Securities, upon required purchaseNotes, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities Notes when required; (iiic) failure by the Company Company, Holdings or certain Subsidiaries to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Holdings or any Significant Subsidiary Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Holdings and the Significant Subsidiaries; (vif) certain judgments or decrees for the payment of money in excess of $15.0 million; and (viig) certain defaults with respect to Subsidiary GuarantiesGuarantees; and (h) certain defaults relating to the Collateral under the Security Documents. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Notes may declare all the Securities such Notes to be due and payable immediately, subject to certain conditions set forth in the Indenture. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults events with respect to Subsidiary Guarantiesthe guarantees of the Securities by the Parent and certain Restricted Subsidiaries of the Company. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately, subject to certain conditions. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with its obligations under certain covenants; (iv) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary (other than Limited Recourse Indebtedness) if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments events of bankruptcy, insolvency or decrees reorganization with respect to the Company or a Significant Subsidiary; (vii) any judgment or decree for the payment of money in excess of $15.0 million10.0 million is rendered against the Company or a Significant Subsidiary, remains outstanding for a period of 60 days following such judgment or decree and is not discharged, waived or stayed within 10 days after notice; or (viii) any Subsidiary Guarantee ceases or otherwise fails to be in full force and effect (viiother than in accordance with the terms of such Subsidiary Guarantee) certain defaults with respect or any Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guarantee if such default continues for a period of 10 days after notice thereof to Subsidiary Guarantiesthe Company. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. A default under clauses (iv), (v), (vii) or (viii) will not constitute an Event of Default until the Trustee or the Holders of 25% in principal amount of the outstanding Securities notifies the Company of the default and the Company does not cure such default within the time specified after receipt of such notice. Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: default in payment of interest on the Securities when due, continued any Security for 30 days; (ii) default in payment of principal of or premium on the Securities when due at maturity, or upon acceleration, redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or ; failure by the Company for 30 days after written notice to redeem it from the Trustee or purchase Holders of at least 30% in principal amount of the then outstanding Securities when required; (iii) failure by the Company to comply with any of its other agreements in the Indenture or the Securities, in ; certain cases subject to notice defaults under other Indebtedness; certain final judgments that remain undischarged for 60 days after being entered; and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% (or 25% in the case of an Event of Default with respect to payment of principal of or interest on the Securities) in aggregate principal amount of the then outstanding Securities may declare all the Securities to be immediately due and payable immediately. Certain for any amount equal to 100% of the principal amount of the Securities plus premium, if any, and accrued interest to the date of payment, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which will result in the insolvency, all outstanding Securities being become due and payable immediately without further action or notice and except that if any Senior Indebtedness is outstanding pursuant to the Credit Facility, upon a declaration of acceleration, such principal, premium, if any, and interest shall be due and payable upon the occurrence earlier of (x) the day that is five business days after the provision to the Company and the Credit Agent of such Events written notice, unless such Event of DefaultDefault is cured or waived prior to such date and (y) the date of acceleration of any Senior Indebtedness under the Credit Facility. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in is principal amount of the then outstanding 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 or an Event of Default in payment of principal principal, premium, if any, or interest) if it and so long as a committee of its Trust Officers determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the best interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default in payment of the failure to pay interest on any Security when the Securities when due, continued same becomes due and payable and the default continues for a period of 30 days; (iib) default in payment of the failure to pay the principal on the Securities any Security, when such principal becomes due and payable, at maturity, upon redemption redemption, upon declaration of acceleration or otherwise (including the failure to make a payment to purchase Securities tendered pursuant to paragraph 5 a Change of the Securities, upon required purchase, upon acceleration Control Offer or otherwise, or failure by the Company to redeem or purchase Securities when requireda Net Proceeds Offer); (iiic) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any applicable grace periods after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million25,000,000; (ve) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the or any Significant SubsidiariesSubsidiary; (vif) certain judgments or decrees for the payment of money in excess of $15.0 million25,000,000; and (viig) certain defaults with respect to Subsidiary GuarantiesGuarantees; and (h) certain defaults with respect to Collateral and the Security Documents. If an Event of Default occurs shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued interest on all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Subject to the provisions of the Indenture relating to the duties of the Trustee or the Notes Collateral Agent, neither the Trustee nor the Notes Collateral Agent is under any obligation to exercise any of its rights or powers under the Indenture, the Securities, the Guarantees or the Security Documents at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee or the Notes Collateral Agent, as applicable, reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee and the Notes Collateral Agent or exercising any trust or power conferred on the Trustee or the Notes Collateral Agent, as applicable. Holders of the Securities may not enforce the Indenture or the Securities except as provided in the IndentureIndenture and under the Act. The Trustee Notwithstanding the foregoing in no event may refuse to any Holder enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount any Lien of the Securities may direct Notes Collateral Agent pursuant to the Trustee in its exercise of any trust or powerSecurity Documents. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it a committee of its Trust Officers in good faith determines that withholding notice is in not opposed to the best interest interests of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal Principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure except as contemplated by the Company terms of the Indenture, the Guarantee ceasing to comply with other agreements be in full force and effect or the Guarantor denying or disaffirming in writing its obligations under the Indenture or the Securities, in certain cases subject to notice Guarantee and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to involving the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesIssuer. Supplemental Indenture If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.”

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million1,000,000; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties1,000,000. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events Event of Default. Holders Securityholders may not enforce the Indenture or of the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default with respect to the securities of a series issued pursuant to the Fourth Supplemental Indenture occurs and is continuingcontinuing (other than certain events of bankruptcy, insolvency or reorganization of the Company), the Trustee or the Holders holders of at least 25% in aggregate principal amount of the Securities of such series then Outstanding, by notice in writing to the Company (and to the Trustee if notice is given by such holders), may declare all the Securities to be unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. Certain In the case of certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of the Company, the principal and accrued and unpaid interest, if any, on all outstanding Securities will become and be immediately due and payable. Subject to the terms of the Indenture, if an Event of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce under the Indenture shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or the Securities except as provided in the Indenture. The Trustee may refuse to enforce powers under the Indenture at the request or direction of any of the Securities holders, unless it receives such holders have offered the Trustee indemnity or security reasonably satisfactory to it. Subject to Upon satisfaction of certain limitationsconditions set forth in the Indenture, Holders the holders of a majority in principal amount of the Securities may Outstanding securities of a series issued pursuant to the Fourth Supplemental Indenture will have the right to direct the Trustee in its exercise time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or powerpower conferred on the Trustee, with respect to the securities of such series. The Trustee may withhold from Holders notice For the avoidance of any continuing Default (except a Default doubt and notwithstanding anything to the contrary in payment of principal or interestthis Security and the Base Indenture, including Section 6.05(a) if it determines that withholding notice is in the best interest of the HoldersBase Indenture, the Make-Whole Premium will not be due, or available as a remedy, in connection with (1) any Event of Default or (2) any acceleration (other than an acceleration in respect of an Event of Default for failing to pay the Optional Redemption Price (and any accrued and unpaid interest to, but not including the related Optional Redemption Date) when due following the Company’s voluntary election, if any, to redeem a Security in accordance with the provisions of the Indenture to the extent any Make-Whole Premium is due in connection therewith), whether by reason of a voluntary, involuntary, or automatic acceleration of all, or any portion of, the Securities.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal Principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or the Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company, any Subsidiary the Guarantor or any Significant Subsidiary the Company's Restricted Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, the Guarantor or any Subsidiary Guarantor Significant Subsidiary; and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties10.0 million against the Company, the Guarantor or any Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest or Liquidated Damages (if any) on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturitySecurities, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, repurchase upon acceleration declaration or otherwise, or failure by the Company Issuers to redeem or purchase Securities when required; (iii) failure by the Company Issuers to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the Company, any Subsidiary Guarantor or any Significant Subsidiary Issuers if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Issuers and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10 million, subject to lapse of time and notice; and (vii) certain defaults events with respect to Subsidiary Guarantiesthe guarantees of the Issuers' obligations under the Securities by certain of their subsidiaries. If However, a default under clauses (iii) and (vi) will not constitute an Event of Default occurs and is continuing, until the Trustee or the Holders of at least 25% in principal amount of the Securities outstanding notify the Issuers of the default and the Issuers do not cure such default within the time specified after receipt of such notice. If an Event of Default occurs and is continuing, the Trustees or the Holders of at least 25% in principal amount of the Securities outstanding may declare the principal of and all accrued but unpaid interest and Liquidated Damages (if any) on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or Liquidated Damages (if any)) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchase, upon declaration of acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply with certain other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any the Significant Subsidiary Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 5.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; and (vif) certain judgments or decrees for the payment of money in excess of $15.0 5.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 days(whether or not such payment is prohibited by the subordination provision of the Indenture); (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase purchase, upon declaration or otherwise (whether or not such payment is prohibited by the subordination provision of the Indenture), Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million5,000,000 and such acceleration continues for 10 days after notice; (v) certain events of bankruptcy bankruptcy, insolvency or insolvency reorganization with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees not covered by insurance for the payment of money in excess of $15.0 million5,000,000 or its foreign currency equivalent against the Company or a Significant Subsidiary; and (vii) certain defaults a Subsidiary Guaranty ceasing to be in full force and effect (other than in accordance with respect to Subsidiary Guarantiesits terms) and such default continues for 10 days after notice. If an Event any of certain Events of Default enumerated in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 or 6 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 US$20 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vif) certain judgments or decrees for the payment of money in excess of $15.0 US$20 million; and (viig) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysNotes; (iib) default in payment of principal on the Securities when due Notes at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company to comply with other agreements or covenants in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Restricted Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 75 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vif) certain judgments or decrees for the payment of money in excess of $15.0 75 million; and (viig) certain defaults with respect to Subsidiary GuarantiesGuarantees of any Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities Notes then outstanding may declare all amounts owing under the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities then-outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on the Trustee. The Trustee may withhold from Holders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it a committee of its trust officers in good faith determines that the withholding of such notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal Principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase repurchase Securities when required; (iii) failure by the Company Company, as applicable, to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness Debt of the CompanyParent Guarantor, any Subsidiary Guarantor the Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million25 million and continues for 10 days after the required notice to the Company; (v) certain events of bankruptcy or insolvency with respect to the CompanyParent Guarantor, the Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million25 million if such default continues for 10 days after the required notice to the Company; (vii) the invalidity or asserted invalidity by the Company or any Guarantor of the Liens created by the Security Documents (with certain exceptions) if such default continues for 10 days after the required notice to the Company; and (viiviii) certain defaults an Indenture Guarantee ceasing to be in full force and effect (other than in accordance with respect the Indenture) if such default continues for 10 days after the required notice to Subsidiary Guarantiesthe Company or denial or disaffirmation by a Guarantor of its obligations under its Indenture Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal Principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal Principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include: (i) default by the Company in the payment of any interest on upon any Note and the Securities when due, continued continuance of such default for 30 60 days; (ii) default by the Company in the payment of principal of or any premium on the Securities any Note when due at maturityMaturity, upon redemption pursuant to paragraph 5 of the Securitieson redemption, upon required purchase, upon acceleration by declaration or otherwise, or failure by and the Company to redeem or purchase Securities when requiredcontinuance of such default for three Business Days; (iii) failure default by the Company to comply with other agreements or NiSource Inc. in the performance of or breach of any covenant or warranty in the Indenture and the continuace of such defaiult for 90 days after written notice to the Company or NiSource Inc. from the SecuritiesTrustee or to the Company, in certain cases subject to notice NiSource Inc. and lapse the Trustee from the Holders of timeat least 33% of the Outstanding Notes; (iv) default by the Company or NiSource Capital Markets, Inc. under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or NiSource Capital Markets, Inc., or the Company or NiSource Capital Markets, Inc. defaults under any mortgage, indenture or instrument under which there may be issued, secured or evidenced indebtedness constituting a failure to pay in excess of $50,000,000 of the principal or interest when due and payable, subject to certain accelerations cure rights; (v) the guarantee by NiSource Inc. ceases to be in full force and effect or payment default in respect is disaffirmed or denied (other than according to its terms), or is found to be unenforceable or invalid; (vi) or certain events of other Indebtedness bankruptcy, insolvency or reorganization of the Company, any Subsidiary Guarantor NiSource Capital Markets, Inc. or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. NiSource Inc. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 2533% in principal amount of the Securities Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include include, without limitation: (i) default for 30 days in payment of interest when due on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of the principal of or premium, if any, on the Securities when due at maturityStated Maturity, upon redemption pursuant to paragraph 5 of the Securitiesoptional redemption, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with its obligations under Article IV of the Indenture, (iv) failure by the Company or any Subsidiary Guarantor to comply with certain other provisions or agreements in the Indenture or and the Securities, in certain cases subject to notice and lapse of time; (ivv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Restricted Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 50.0 million; (vvi) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vivii) certain final judgments or decrees for the payment of money in excess of $15.0 million; 50.0 million and (viiviii) certain defaults with respect the failure of any Subsidiary Guarantee entered into by a Subsidiary Guarantor which is a Significant Subsidiary or group of Restricted Subsidiaries that taken together would constitute a Significant Subsidiary, to Subsidiary Guarantiesbe in full force and effect (except as contemplated thereby) or any denial or disaffirmation thereof. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Securities then outstanding may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will shall result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itthe Trustee. Subject to certain limitations, Holders of a majority in principal amount of the 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 or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of, and accrued but unpaid interest on, all the Securities to be due and payable immediatelypayable. Certain If an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default which will result in the Company occurs, the principal of, and interest on, all the Securities being shall become iminediately due and payable immediately upon without any declaration or other act on the occurrence part of such Events of Defaultthe Trustee or any Holders. Holders may not enforce Under certain circumstances, the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the outstanding Securities may direct rescind any such acceleration with respect to the Securities and the consequences of any such acceleration. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity or security satisfactory to it in its reasonable discretion 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 Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount of the outstanding Securities have requested the Trustee in writing to pursue the remedy, (iii) such Holders have offered the Trustee security or indemnity satisfactory to it in its exercise reasonable discretion Exh. A-10 against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount of the outstanding Securities 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 Securities 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 powerpower conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee may withhold from Holders notice determines is unduly prejudicial to the rights of any continuing Default (except a Default other Holder or that would involve the Trustee in payment of principal personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or interest) if it determines that withholding notice is in the best interest of the Holdersnot taking such action.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (iib) default in payment of principal or premium on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securitiesredemption, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivd) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Issuer or any Significant Restricted Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 40.0 million; (ve) certain events of bankruptcy or insolvency with respect to the Company, Issuer or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vif) certain judgments or decrees for the payment of money in excess of $15.0 40.0 million; and (viig) certain defaults with respect to Subsidiary GuarantiesSecurity Guarantees of the Issuer or any Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which that will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interestinterest or a Default in complying with Section 5.01 of the Indenture) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (ia) default for 30 days in payment of interest on the Securities when dueSecurities, continued for 30 dayswhether or not prohibited by the subordination provisions of the Indenture; (iib) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iiic) failure by the Company or any Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (ivc) failure by the Company to comply with a covenant providing for certain limitations on mergers, consolidations or sales of assets; (d) failure by the Company, subject to certain notice, to comply with the covenants providing for repurchase at the option of holders upon a Change of Control and upon certain asset sales, limitations on Restricted Payments or limitations on incurrence of certain indebtedness; (e) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Company if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 20.0 million; (vf) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Company’s Significant Subsidiaries; (vig) certain judgments or decrees for the payment of money in excess of $15.0 20.0 million; and (viih) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 6 or 7 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredother wise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million(Pounds)7,500,000 or its foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant its Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (viiPounds) certain defaults with respect to Subsidiary Guaranties7,500,000 or its foreign currency equivalent against the Company or a Subsidiary. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency, or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaserepurchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary its Restricted Subsidiaries if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million20.0 million and such acceleration or failure to pay is not rescinded or cured within a 10 day period; (v) certain events of bankruptcy or insolvency with respect to the Company, Company or any Subsidiary Guarantor and the Significant SubsidiariesSubsidiary; (vi) certain final, non-appealable judgments or decrees for the payment of money in excess of $15.0 million20.0 million against the Company or any Significant Subsidiary; and (vii) certain defaults with respect any Subsidiary Guaranty by a Significant Subsidiary cease to be in full force and effect (except as contemplated by the terms of the Indenture) or any Subsidiary GuarantiesGuarantor that is a Significant Subsidiary denies or disaffirms its obligations under the Indenture or its Subsidiary Guaranty and such default continues for 10 days. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a 104 9 Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holderstheir interest.

Defaults and Remedies. Under the Indenture, Events of Default include a (i) default in the payment of any interest on upon any of the Securities when due, continued for 30 daysdays or more after such payment is due; (ii) default in the payment of the principal of and premium, if any, on any of the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requireddue; (iii) failure default by the Company to comply with in the performance, or breach, of any of its other agreements covenants in the Indenture which will not have been remedied by the end of a period of 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations failure to pay when due the principal of, or payment default acceleration of, any indebtedness for money borrowed by the Company or a Subsidiary in respect excess of other Indebtedness $15.0 million principal amount, if such indebtedness is not discharged, or such acceleration is not annulled, by the end of a period of 10 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 millionoutstanding Securities; and (v) certain events of bankruptcy bankruptcy, insolvency or insolvency with respect to reorganization of the Company, any Subsidiary Guarantor and the Company or a Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesSubsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default in payment of interest on the Securities when due, continued for 30 days; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediatelypayable. Certain If an Event of Default relating to certain events of bankruptcy bankruptcy, insolvency or insolvency are Events reorganization of Default which will result in the Company occurs, the principal of and interest on all the Securities being shall become immediately due and payable immediately upon without any declaration or other act on the occurrence part of the Trustee or any Holders and if such Events Event of Default. Holders may not enforce Default occurs prior to the Indenture or earlier of (i) the Cash Election Date and (ii) December 15, 2006, the Company will thereafter be obligated to pay cash interest on each subsequent Interest Payment Date and the Securities except as provided in will cease to accrete. Under certain circumstances, the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount at maturity of the outstanding Securities may direct rescind any such acceleration with respect to the Securities and its consequences. If an Event of Default occurs and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Holders unless such Holders have offered to the Trustee reasonable indemnity or security against any loss, liability or expense and certain other conditions are complied with. Except to enforce the right to receive payment of principal, premium (if any) or interest when due, no Holder may pursue any remedy with respect to the Indenture or the Securities unless (i) such Holder has previously given the Trustee notice that an Event of Default is continuing, (ii) Holders of at least 25% in principal amount at maturity of the outstanding Securities have requested the Trustee in its exercise writing to pursue the remedy, (iii) such Holders have offered the Trustee reasonable security or indemnity against any loss, liability or expense, (iv) the Trustee has not complied with such request within 60 days after the receipt of the request and the offer of security or indemnity and (v) the Holders of a majority in principal amount at maturity of the outstanding Securities 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 at maturity of the outstanding Securities 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 powerpower conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee may withhold from Holders notice determines is unduly prejudicial to the rights of any continuing Default (except a Default other Holder or that would involve the Trustee in payment of principal personal liability. Prior to taking any action under the Indenture, the Trustee shall be entitled to indemnification or interest) if security reasonably satisfactory to it determines that withholding notice is in the best interest of the Holdersagainst all losses and expenses caused by taking or not taking such action.

Defaults and Remedies. Under the Indenture, Events An Event of Default include (i) is default in the payment of interest on the Securities when due, continued for 30 days; (ii) days or more after such payment is due, default in payment of principal of or premium, if any, on the Securities when due and payable, default in payment of the Purchase Price or Change of Control Purchase Price to be paid upon a repurchase at maturity, upon redemption the option of the Holder pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or 6; failure by the Company for 60 days after certain notice to redeem or purchase Securities when required; (iii) failure by the Company it to comply with any of its other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of timeIndenture; (iv) certain accelerations or payment default in respect the payment of other Indebtedness evidences of indebtedness of the Company, any Subsidiary Guarantor Company if such payment exceeds $50,000,000 or any Significant Subsidiary if the amount accelerated (or if the amount acceleration of such Indebtedness payments with respect to which such indebtedness of the Company in excess of $50,000,000; failure of a payment is not made after expiration of any applicable grace periodSubsidiary Guaranty to be in full force and effect (other than in accordance with its terms) exceeds $15.0 millionor a where a Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary Guaranty; (v) and certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare the principal of, and accrued interest on, all the Securities to be due and payable immediately. Certain events Events of bankruptcy or insolvency with respect to the Company are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default default (except a Default default in payment of principal or premium, if any, or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the best interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Restricted Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million25,000,000, subject to notice and lapse of time; provided, however, that if any such default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain events of bankruptcy a failure to pay, bond or insolvency with respect to the Companyotherwise discharge, within 60 days, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments final non-appealable judgment, decree or decrees order of any court or regulatory or administrative agency for the payment of money in excess of $15.0 million; 25,000,000 and (viivi) certain defaults with respect to Subsidiary Guarantiesevents of bankruptcy or insolvency involving the Company or any Restricted Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it in good faith determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 10.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 10.0 million; and (vii) certain defaults with respect to Subsidiary Guaranties. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 6 or 7 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when requiredother wise; (iii) failure by the Company to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor Company or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million(Pounds)7,500,000 or its foreign currency equivalent; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant its Subsidiaries; and (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesPounds)7,500,000 or its foreign currency equivalent against the Company or a Subsidiary. If an Event of Default (other than a Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Securities may declare the principal of and accrued but unpaid interest on all the Securities to be due and payable immediately. Certain events of bankruptcy bankruptcy, insolvency, or insolvency reorganization are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold with hold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: default in payment of interest or Additional Interest on the Securities when due, continued for 30 days; (ii) default in payment of the principal on the Securities when due or premium of any Security at maturity, or upon acceleration, redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or ; failure by the Company for 30 days after written notice to redeem it from the Trustee, or purchase Securities when required; (iii) failure by after written notice to it and the Company Trustee from Holders of at least 30% in principal amount of the then outstanding Securities, to comply with any of its other agreements in the Indenture or the Securities, in ; certain cases subject to notice and lapse of timedefaults under other Indebtedness; (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made final judgments that remain undischarged for 60 days after expiration of any applicable grace period) exceeds $15.0 millionbeing entered; (v) certain events of bankruptcy or insolvency insolvency; and, except as permitted by the Indenture and the Securities, the Guarantees are held in any judicial proceeding to be unenforceable or invalid or otherwise cease for any reason to be in full force and effect with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesany Guarantor denies or disaffirms its obligations under its Guarantee. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Securities may declare all the Securities to be immediately due and payable immediately. Certain for an amount equal to 100% of the principal amount of the Securities plus premium and Additional Interest, if any, and accrued interest to the date of payment, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency are Events of Default which will result in the insolvency, all outstanding Securities being become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to itSecurities. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding 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 or an Event of Default in payment of principal principal, premium or interestAdditional Interest, if any, or interest or that resulted from a failure to comply with Section 4.10 of the Indenture) if it and so long as a committee of its Responsible Officers determines in good faith that withholding notice is in their interests. The Company must furnish an annual compliance certificate to the best interest of the HoldersTrustee.

Defaults and Remedies. Under the Indenture, Events of Default include (i) include: default for 30 days in payment of interest on the Securities when due, continued for 30 daysNotes; (ii) default in payment of principal on the Securities when due Notes at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchaseNotes, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities Notes when required; (iii) failure by the Company or any Subsidiary Guarantor to comply with other agreements in the Indenture or the SecuritiesNotes, in certain cases subject to notice and lapse of time; (iv) certain accelerations or payment default in respect (including failure to pay within any grace period after final maturity) of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace periodso unpaid) exceeds $15.0 million; (v) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor Company and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesGuarantees. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Securities Notes may declare all the Securities Notes to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities Notes being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture or the Securities Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Securities 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 (except a Default in payment of principal or interest) if it determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Under the Indenture, Events of Default include (i) default for 30 days in payment of interest on the Securities when due, continued for 30 daysSecurities; (ii) default in payment of principal Principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration declaration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company Issuer to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; (iv) a failure to pay within any grace period after maturity other indebtedness of the Issuer in an amount in excess of $25 million, subject to notice and lapse of time; provided, however, that if any such failure shall cease, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (v) certain accelerations or payment default in respect of other Indebtedness indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary Issuer if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 25 million, subject to notice and lapse of time; provided, however, that if any such default or acceleration shall be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed likewise to have been cured; (vvi) except as contemplated by the terms of the Indenture, the Guarantee ceasing to be in full force and effect or the Guarantor denying or disaffirming in writing its obligations under the Indenture or the Guarantee and (vii) certain events of bankruptcy or insolvency with respect to involving the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary GuarantiesIssuer. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Securities may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal Principal or interest) if it determines that withholding notice is in the best interest of the Holdersnot opposed to their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (iinclude, among others,(i) default in payment of interest on the Securities Principal Amount, Issue Price, accrued Original Issue Discount, Redemption Price, Change in Control Purchase Price, Asset Sale Offer Price or any other payment required to be made under the Indenture, when due, continued for 30 daysthe same becomes due and payable; (ii) default in payment of principal on the Securities when due at maturity, upon redemption pursuant to paragraph 5 of the Securities, upon required purchase, upon acceleration or otherwise, or failure by the Company to redeem or purchase Securities when required; (iii) failure by the Company or the Guarantor to comply with other agreements in the Indenture or the Securities, in certain cases subject to notice and lapse of time; and (iv) certain accelerations or payment default in respect of other Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary if the amount accelerated (or if the amount of such Indebtedness with respect to which such a payment is not made after expiration of any applicable grace period) exceeds $15.0 million; (viii) certain events of bankruptcy or insolvency with respect to the Company, any Subsidiary Guarantor and the Significant Subsidiaries; (vi) certain judgments or decrees for the payment of money in excess of $15.0 million; and (vii) certain defaults with respect to Subsidiary Guarantiesinsolvency. If an Event of Default occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding, may declare all the Securities to be due and payable immediately. Certain events of bankruptcy or insolvency are Events of Default which will result in the Securities being becoming due and payable immediately upon the occurrence of such Events of Default. Holders of Securities may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives reasonable indemnity or security reasonably satisfactory to itsecurity. Subject to certain limitations, Holders of a majority 25% in principal amount aggregate Principal Amount of the Securities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default (except a Default in payment of principal or interestamounts specified in clause (i) above) if it determines that withholding notice is in the best interest of the Holderstheir interests.