Common use of Additional Events of Default Clause in Contracts

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments amount immediately due and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture payable in respect of any Significant Subsidiary orthe Notes shall equal the Outstanding principal amount thereof, in related eventsplus accrued and unpaid interest, any group of Subsidiaries of plus the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorMake-Whole Amount.

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail or electronically, as applicable, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments amount immediately due and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture payable in respect of any Significant Subsidiary orthe Notes shall equal the Outstanding principal amount thereof, in related eventsplus accrued and unpaid interest, any group of Subsidiaries of plus the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorMake-Whole Amount.

Additional Events of Default. In addition to the Events of Default set forth specified in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events clauses (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): 1) through (a6) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 501 of the Indenture, the Trustee following shall not be deemed Events of Default with respect to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;Notes: (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d7) the Guarantee ceases of the Guarantor with respect to the Notes shall for any reason cease to be in full force and effect (except as contemplated by the terms thereof or by the Indenture) and effect or be declared null and void or any responsible officer of the Guarantor denies that it has any further liability under its Guarantee with respect to the Notes or gives notice to such effect, other than by reason of the termination of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events 8) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Guarantor or any of Default its subsidiaries or the payment of which is guaranteed by the Guarantor or any of its subsidiaries, other than Indebtedness owed to the Guarantor or any of its subsidiaries, whether such Indebtedness or guarantee exists as of the type Issue Date or is created thereafter, if both (A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and subject results in the holder or holders of such Indebtedness causing such Indebtedness to the conditions set forth in clauses (vii) become due prior to its stated maturity, and (viiiB) the principal amount of Section 8.01(a) of such Indebtedness, together with the Indenture in respect principal amount of any Significant Subsidiary orother such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), in related eventsor the maturity of which has been so accelerated, aggregate $100.0 million or more at any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorone time outstanding.

Additional Events of Default. In addition The following Events of Default are hereby added to the Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one each series of the following events Notes under Section 6.01 of the Original Indenture (whatever the reason for without regard to any grace periods set forth therein), and such Event additional Events of Default and whether it may be voluntary or involuntary or be effected by operation apply only to each series of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):the Notes: (a) any Financial Indebtedness of the failure to redeem the Senior Notes Company or any Material Subsidiary is not paid when required pursuant to the terms and conditions thereof due nor within any applicable grace period (as originally documented or to pay the repurchase price for Senior Notes to be repurchased as subsequently amended where such amendment has not been made in accordance with Section 3.2 circumstances where an event of this Supplemental Indenturedefault or potential event of default (however described) exists in respect thereof); (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Financial Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which Material Subsidiary is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto declared to be or otherwise becomes due and (ii) results in such Indebtedness becoming due payable prior to its stated specified maturity or occurs at the final maturity as a result of such Indebtedness; provided, however, that, subject to the provisions an event of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtednesshowever described); (c) any Lien over assets securing Financial Indebtedness of the entry Company or any Material Subsidiary is enforced; (d) no Event of one Default will occur under this Section 5.1 (a), (b) or more (c) if the aggregate amount of Financial Indebtedness falling within paragraphs (a) to (c) above is less than US$20,000,000 (or its equivalent in any other currency or currencies); (e) a final judgments judgment or orders order for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed $20 million (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days net of the entry of such judgments and orders; (dapplicable insurance coverage) the Guarantee ceases to shall be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of rendered against the Company or Guarantor which, if considered in the aggregate, would be a Significant any Material Subsidiary of the Company and such final judgment or Guarantororder shall continue unsatisfied and unstayed for a period of 30 days or unsatisfied for a period of 30 days after the expiration of such stay; (f) any Obligor fails to comply with the covenants set forth in Clauses 20.3 through 20.12 of the Term Loan Facility and (i) such failure constitutes an event of default under the Term Loan Facility which has not been cured or waived by the appropriate lenders under the Term Loan Facility and (ii) the agent or any of the lenders under the Term Loan Facility shall have (A) accelerated the obligations under the Term Loan Facility, (B) commenced enforcement of their rights and remedies in respect of the obligations under the Term Loan Facility, or (C) taken any other action against any Obligor to improve their position as creditors of such Obligor (it being understood that none of a meeting among lenders to discuss options and alternatives, the mere sending of a notice of default or reservation of rights or the charging of a customary work fee shall constitute such an action); or (g) any amendment or waiver without the consent of the Holders of at least a majority of in principal amount of the then outstanding Notes, to the Term Loan Facility in breach of Clause 33.2(c) thereof.

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall relate to an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail or electronically, as applicable, to the Company by the Trustee or to the Company and the Trustee by the Holders of more than 50% in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts fully covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts fully covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments amount immediately due and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture payable in respect of any Significant Subsidiary orthe Notes shall equal the Outstanding principal amount thereof, in related eventsplus accrued and unpaid interest, any group of Subsidiaries of plus the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorMake-Whole Amount.

Additional Events of Default. In addition to accordance with Section 501(g) of the Events of Default set forth in the Base Indenture, the term following shall also constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a1) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating to any other Indebtedness of the Company (including a default with respect to Securities issued under the Indenture other than the Notes) under which there may be issued or by which there may be secured any indebtedness of its Restricted Subsidiaries the Company (or by any Subsidiary, the unpaid repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $25,000,000 of which is not less than $100.0 million), and, in such indebtedness when due and payable after the expiration of any such case, such default (i) continues beyond any applicable grace period of grace provided with respect thereto and (ii) results shall have resulted in such Indebtedness indebtedness in an aggregate principal amount exceeding $25,000,000 becoming or being declared due and payable prior to its stated maturity or occurs at the final maturity of such Indebtednessdate on which it would otherwise have become due and payable; provided, however, that, subject to the provisions that if there is no other senior unsecured indebtedness of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or maturity of which would be accelerated by a default under any of their respective Restricted Subsidiaries, which judgments and orders create a liability the Company’s indebtedness in an aggregate principal amount of $100.0 million 25,000,000 or more less, the references to $25,000,000 in excess this clause (c) shall be replaced by the lesser of insured amounts and the indebtedness cross-default amount contained in the Company’s then existing senior unsecured credit facility or such other senior unsecured indebtedness, as long as such amount is greater than $25,000,000, not to exceed $50,000,000. Such default shall not be an Event of Default if the indebtedness shall have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied such acceleration shall have been rescinded or annulled, within 60 calendar a period of ten (10) days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of more than 25% in aggregate principal amount of the entry of Outstanding Notes a written notice specifying such judgments default and orders; (d) requiring the Guarantee ceases Company to cause such indebtedness to be in full force discharged or cause such acceleration to be rescinded or annulled and effect (except as contemplated by the terms stating that such notice is a “Notice of Default” under the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.;”

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term “following also shall constitute an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::" (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a "Notice of Default" under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments amount immediately due and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture payable in respect of any Significant Subsidiary orthe Notes shall equal the Outstanding principal amount thereof, in related eventsplus accrued and unpaid interest, any group of Subsidiaries of plus the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorMake-Whole Amount.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.

Additional Events of Default. In addition to the Events of Default set forth in Section 501 of the Base Indenture, the term an “Event of Default,” whenever used with respect to any series of the Notes occurs if: (a) prior to the date upon which the 3M Guarantees are terminated and released in accordance with their terms in respect of all series of Notes, default in the Indenture performance, or this Supplemental Indenture breach, in any material respect, by the Guarantor of any covenant in the Guarantee Agreement with respect to the Senior Notes of any series, other than a covenant included in the Guarantee Agreement solely for the benefit of another series of Notes, means any one and continuance of such default or breach for a period of 90 days after there has been given, by registered or certified delivery, 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 following events (whatever the reason for Outstanding Notes of that series a written notice specifying such Event of Default default or breach and whether requiring it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 remedied and stating that such notice is a “Notice of this Supplemental Default” under the Indenture;; or (b) prior to the date upon which the 3M Guarantees are terminated and released in accordance with their terms in respect of all series of Notes, the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Guarantor in an involuntary case or proceeding under any nonpayment at maturity applicable federal or state bankruptcy, insolvency, reorganization or other default similar law or (B) a decree or order adjudging the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under any agreement applicable federal or instrument relating state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Guarantor or of all or substantially all of its Property, or ordering the winding up or liquidation of its respective affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or (c) prior to the date upon which the 3M Guarantees are terminated and released in accordance with their terms in respect of all series of Notes, the commencement by the Guarantor of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other Indebtedness case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company Guarantor in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Guarantor or of all or substantially all of its Restricted Subsidiaries (Property, or the unpaid principal amount making by it of which is not less than $100.0 million)an assignment of all or substantially all of its Property for the benefit of creditors, andor the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Guarantor in furtherance of any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtednessaction; provided, however, that, subject to the provisions that no event described in clause (a) above shall constitute an Event of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) Default hereunder until a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from at the Company, from any Holder, from Corporate Trust Office describing the holder Event of any such Indebtedness or from Default and referencing the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments Indenture and orders create a liability of $100.0 million or more relevant Notes as contemplated in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days Section 602 of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Base Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 3.4 or 3.7 of this Supplemental Indenture; (b) any nonpayment at maturity or other default is made under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) ): the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) ; any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) ; the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) ; the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) and Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such It will constitute an Event of Default if (x) the Borrower shall not provide to the Administrative Agent from time to time as such information is made known to the Borrower, a certified supplement to the list described in Section 12(d) above, setting forth additional descriptions of real property owned by the Borrower and whether it may its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date of such supplement to be voluntary either (i) unencumbered or involuntary (ii) subject to a lien, the terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or be effected by operation holders (or the trustee or agent of law such holder or pursuant to any judgment, decreeholders) of the first lien, or order of any court (y) on or any orderbefore January 15, rule, or regulation of any administrative or governmental body):2000: (a) the failure Borrower shall fail to redeem move all bank accounts currently maintained at Canadian Imperial Bank of Commerce and Bank of Montreal to one or more of the Senior Notes when required pursuant Lenders, and thereafter to maintain all such accounts with one or more of the terms Lenders until the Lenders are paid in full and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureall commitments are cancelled; (b) any nonpayment at maturity or other default under any agreement or instrument relating the Borrower, the Administrative Agent and Mellon Bank, N.A. shall fail to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided execute a Blocked Account Agreement with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the IndentureBorrower's bank account maintained at Mellon Bank, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such IndebtednessN.A.; (c) the entry Borrower shall fail to deliver to the Administrative Agent a comprehensive business plan in form and detail acceptable to the Administrative Agent, including, without limitation, descriptions of one or more final judgments or orders for the payment proposed asset sales and other sources of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and ordersrepayment; (d) the Guarantee ceases Borrower shall fail to be in full force and effect (except as contemplated deliver to the Administrative Agent a preliminary report detailing the results of the physical inventory taken during December 1999 by the terms of the Indenture) or is declared Borrower and its Subsidiaries, in a judicial proceeding form and detail satisfactory to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the GuaranteeAdministrative Agent; andor (e) Events of Default the Borrower shall fail to (i) grant or cause to be granted to the Collateral Agent, for the benefit of the type Lenders, (A) first priority liens on all unencumbered real and personal property of the Borrower and its Domestic Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000), and (B) second priority liens on all real and personal property of the Borrower and its Domestic Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is subject to a lien, the conditions set forth in clauses terms of which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (vii) and (viii) or the trustee or agent of Section 8.01(asuch holder or holders) of the Indenture first lien, (ii) deliver or cause to be delivered to the Collateral Agent acceptable mortgagee policies of title insurance and any surveys, environmental site assessments or other items required by the Collateral Agent with respect to any such real property located in respect of Tarboro, North Carolina and Union City, South Carolina, and any Significant Subsidiary or, such real property acquired in related events, any group of Subsidiaries connection with the acquisition of the Company Xxxxxxx Corporation and (iii) make best efforts to deliver or Guarantor whichcause to be delivered to the Collateral Agent acceptable mortgagee policies of title insurance and any surveys, if considered in environmental site assessments or other items required by the aggregate, would be a Significant Subsidiary of the Company or GuarantorCollateral Agent with respect to all other such real property.

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 7.01 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of an Obligor, or under any mortgage, indenture or other instrument relating of an Obligor (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of an Obligor (or by any Subsidiary, the Company repayment of which the Issuer has guaranteed or any of its Restricted Subsidiaries (for which the unpaid Issuer is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding U.S.$10,000,000 of which is not less than $100.0 million), and, in such indebtedness when due and payable after the expiration of any such case, such default (i) continues beyond any applicable grace period of grace provided with respect thereto and (ii) results shall have resulted in such Indebtedness indebtedness in an aggregate principal amount exceeding U.S.$10,000,000 becoming or being declared due and payable prior to its stated maturity the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or occurs at the final maturity such acceleration having been rescinded or annulled, within a period of such Indebtedness; provided10 days after there shall have been given, howeverby first class mail or electronically, thatas applicable, subject to the provisions Obligors by the Trustee or to the Obligors and the Trustee by the Holders of Section 9.01 and 8.08 at least a majority in principal amount of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) Outstanding Notes a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from specifying such default and requiring the CompanyObligors, from any Holder, from the holder as applicable to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of any such Indebtedness or from the trustee Default” under the agreement or instrument, relating to such Indebtedness;Indenture; and (c) the entry by a court of competent jurisdiction of one or more final judgments judgments, orders or orders for the payment of money decrees against the CompanyIssuer, the Guarantor Guarantor, or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million the Guarantor’s or more the Issuer’s Subsidiaries in an aggregate amount (excluding amounts covered by insurance) in excess of insured $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts and have not been stayed (covered by appeal or otherwise)insurance) in excess of $10,000,000 for a period of 30 consecutive days. Section 4.2 Notwithstanding any provisions to the contrary in the Indenture, vacated, discharged, or otherwise satisfied within 60 calendar days upon the acceleration of the entry of such judgments and orders; (d) the Guarantee ceases to be Notes in full force and effect (except as contemplated by the terms accordance with Section 7.02 of the Indenture) or is declared in a judicial proceeding to be null , the amount immediately due and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture payable in respect of any Significant Subsidiary orthe Notes shall equal the Outstanding principal amount thereof, in related eventsplus accrued and unpaid interest, any group of Subsidiaries of plus the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCanada Yield Price.

Additional Events of Default. In SECTION 5.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, the term “it shall also constitute an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): " if (a) the failure Company shall have failed to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased consummate a Change of Control Offer in accordance with Section 3.2 the provisions of Article 4 of this Supplemental Indenture; , or (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders (not covered by insurance, treating any deductibles, self-insurance or retention as not so covered) for the payment of money in excess of $10,000,000 in the aggregate for all such judgments or orders against the Company or any Subsidiary and such judgments or orders shall not be paid or discharged, and there shall be a period of 60 consecutive days after the final judgment or order that causes such aggregate amount to exceed $10,000,000 million during which a stay of enforcement of such final judgment(s) or order(s) are not in effect. SECTION 5.2 Notwithstanding any provisions to the contrary in the Indenture including, without limitation, Section 501(a) thereof, the failure to pay the principal of or any premium on the Notes at its Maturity shall constitute an "Event of Default". SECTION 5.3 Notwithstanding any provisions to the contrary in the Indenture including, without limitation, Section 501(e) thereof, the default under any bonds, debentures, notes or other evidences of indebtedness of the Company, or under any mortgage, indenture or other instrument of the Guarantor Company (including a default with respect to Securities of any series other than the Notes) under which there may be issued or by which there may be secured any indebtedness of their respective Restricted the Company (or by one or more Subsidiaries, the repayment of which judgments and orders create a liability of $100.0 million the Company has guaranteed or more in excess of insured amounts and have not been stayed (by appeal for which the Company is directly responsible or otherwiseliable as obligor or guarantor), vacatedwhether such indebtedness now exists or shall hereafter be created, which default(s) shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or otherwise satisfied such acceleration having been rescinded or annulled, within 60 calendar a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the entry of Outstanding Notes a written notice specifying such judgments default and orders; (d) requiring the Guarantee ceases Company to cause such indebtedness to be in full force and effect (except as contemplated by the terms of the Indenture) discharged or is declared in a judicial proceeding cause such acceleration to be null rescinded or annulled and voidstating that such notice is a "NOTICE OF DEFAULT" hereunder, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events shall constitute an Event of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorDefault.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior Notes, means any one Securities: (a) failure by the Company to pay on interest on the Securities within five Business Days of the following events applicable Interest Payment Date; (b) failure by the Company to comply with its obligation to convert the Securities into shares of Common Stock upon exercise of a Holder’s conversion right in accordance with Article 9 and, if applicable, failure by the Company to deliver any Make-Whole Premium pursuant to Section 9.05; (c) failure by the Company to provide to the Holders Company Notice of a Fundamental Change pursuant to Section 8.01; (d) default by the Company or any Subsidiary in the payment of principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness of the Company or indebtedness of any Subsidiary for money borrowed in excess of $5.0 million in the aggregate, whether the indebtedness exists or shall hereafter be created, resulting in the indebtedness becoming or being declared due and payable, and the acceleration shall not have been rescinded or annulled within 30 days after written notice of the acceleration has been received by the Company or the Subsidiary from the Trustee (or has been received by the Company or the Subsidiary, as the case may be, and the Trustee from Holders of at least 25% in principal amount of Outstanding Securities); (e) default in the performance, or breach, of any covenant in this Indenture (other than the covenant in Section 8.1 of the Original Indenture or any other covenant a default in whose performance or whose breach is elsewhere in this Section specifically dealt with) and continuance of such default or breach for a period of 45 days after there has been given 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 a written notice specifying such default or breach and requiring it to be remedied; and (f) failure by the Company or any Subsidiary to pay final and non-appealable judgments, the aggregate uninsured portion of which is at least $10.0 million, if the judgments are not paid, discharged or fully bonded against within 60 days. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it may be is voluntary or involuntary or be effected is affected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): . Prior to the declaration of the acceleration of the Securities, the Holders of two-thirds of the aggregate principal amount of the Outstanding Securities may waive, on behalf of all of the Holders of the Securities, any Event of Default set forth in this Section 5.01 and its consequences except an Event of Default under clause (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; clause (b) any nonpayment at maturity or other default under any agreement or instrument relating of this Section 5.01. The Company will deliver to any other Indebtedness the Trustee promptly, and in no case more than 3 Business Days, after becoming aware of the Company or occurrence of an Event of Default, written notice thereof. (g) At any time that an Event of its Restricted Subsidiaries Default (other than an Event of Default arising solely from the unpaid Company’s failure to comply with the reporting obligations under Section 3.05(a) hereof) has occurred and is continuing, additional interest shall accrue on the Securities at a rate equal to 2.50% per annum of the principal amount of the Securities (the “Additional Interest”). The Additional Interest shall be paid semi-annually in arrears, with the first semi-annual payment due on the first regular Interest Payment Date following the date on which is the Additional Interest began to accrue on the Securities. The Additional Interest shall accrue on all Outstanding Securities from and including the date on which an Event of Default shall first occur to, but not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indentureincluding, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of date on which the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events Event of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company shall have been cured or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorwaived.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.01 of the Base Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior NotesSecurities: (A) the Company fails to pay or deliver, means any one as the case may be, the consideration due upon conversion of the following events Securities as set forth in Article XI; (whatever B) the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant Company fails to any judgment, decree, or order timely provide the Fundamental Change Notice as provided in Section 3.02; (C) the Company fails to timely provide notice of any court or any order, rule, or regulation of any administrative or governmental body):event described in Section 11.14(B)(iv) as provided in such Section; (aD) the failure Company fails to redeem comply with the Senior Notes when required pursuant to covenants and agreements described Article 10 of the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Base Indenture; (bE) any nonpayment at maturity or other a default under any agreement or instrument relating to any other Indebtedness of by the Company or any of its Restricted Subsidiaries (in the unpaid payment when due, after the expiration of any applicable grace period, of principal of, or premium, if any, or interest on, Indebtedness in the aggregate principal amount then outstanding of $15.0 million or more, or acceleration of the Company’s or its Subsidiaries’ Indebtedness in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, within 30 days after notice to the Company by the Trustee or to the Company and the Trustee by Holders of at least 25% in aggregate principal amount of which is not less than $100.0 million), andSecurities then outstanding, in any such case, such default (i) continues beyond any period of grace provided accordance with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 5.02 of the Base Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (cF) failure by the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted Subsidiariesits Subsidiaries to pay final judgments, the aggregate uninsured portion of which is at least $15.0 million, if the judgments and orders create a liability of $100.0 million are not paid or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied discharged within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee30 days; and (eG) Events the entry by a court having jurisdiction in the premises of Default of the type and subject to the conditions set forth in clauses (viii) and (viii) of Section 8.01(a) of the Indenture a decree or order for relief in respect of any Significant Subsidiary or, of the Company that is a “significant subsidiary” (as defined in related events, Regulation S-X under the Exchange Act) or any group of Subsidiaries of the Company or Guarantor which, if considered that in the aggregateaggregate would constitute a “significant subsidiary” (as so defined) in an involuntary case or proceeding under any applicable federal or state bankruptcy, would be insolvency, reorganization, or other similar law or (ii) a Significant decree or order adjudging such Subsidiary or group of Subsidiaries bankrupt or insolvent, or approving as properly filed a petition or petitions seeking reorganization, arrangement, adjustment, or composition of or in respect of such Subsidiary or group of Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Subsidiary or group of Subsidiaries or of any substantial part of its (or their, as the case may be) property, or ordering the winding up or liquidation of its (or their, as the case may be) affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive calendar days; and (H) the commencement by any Subsidiary of the Company that is a “significant subsidiary” (as defined in Regulation S-X under the Exchange Act) or Guarantorany group of Subsidiaries of the Company that in the aggregate would constitute a “significant subsidiary” (as so defined) of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated bankrupt or insolvent, or the consent by it (or them, as the case may be) to the entry of a decree or order for relief in respect of such Subsidiary or group of Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it (or them, as the case may be), or the filing by it (or them, as the case may be) of a petition or answer or consent seeking reorganization or relief with respect to such Subsidiary or group of Subsidiaries under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law, or the consent by it (or them, as the case may be) to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of such Subsidiary or group of Subsidiaries or of any substantial part of its (or their, as the case may be) property pursuant to any such law, or the making by it (or them, as the case may be) of an assignment for the benefit of creditors, or the admission by it (or them, as the case may be) in writing of its (or their, as the case may be) inability to pay its (or their, as the case may be) debts generally as they become due, or the taking of corporate action by such Subsidiary or group of Subsidiaries in furtherance of any such action.

Additional Events of Default. In addition to accordance with Section 501(g) of the Events of Default set forth in the Base Indenture, each of the term following shall also constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a1) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating to any other Indebtedness of the Company (including a default with respect to Securities issued under the Indenture other than the Notes) under which there may be issued or by which there may be secured any indebtedness of its Restricted Subsidiaries the Company (or by any Subsidiary, the unpaid repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $50,000,000 of which is not less than $100.0 million), and, in such indebtedness when due and payable after the expiration of any such case, such default (i) continues beyond any applicable grace period of grace provided with respect thereto and (ii) results shall have resulted in such Indebtedness indebtedness in an aggregate principal amount exceeding $50,000,000 becoming or being declared due and payable prior to its stated maturity the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or occurs at the final maturity such acceleration having been rescinded or annulled, within a period of such Indebtedness; providedten (10) days after there shall have been given, howeverby registered or certified mail, that, subject to the provisions Company by the Trustee or to the Company and the Trustee by the Holders of Section 9.01 and 8.08 more than 25% in aggregate principal amount of the Outstanding Notes, a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or ; and (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder Subsidiary Guarantee of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the a Subsidiary Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create that is a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee Significant Subsidiary ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding to be null and void, or the any Subsidiary Guarantor that is a Significant Subsidiary or group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary denies or disaffirms in writing its obligation or their, as the case may be, obligations under the Guarantee; and (e) Events of Default of Indenture or its or their Subsidiary Guarantees, as the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorcase may be.

Additional Events of Default. In addition to The following shall constitute events of default under this AGREEMENT and additional events of default under the Events of Default set forth in the IndentureLOAN DOCUMENTS (individually, "EVENT OF DEFAULT" and collectively, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body"EVENTS OF DEFAULT"): (a) The failure of any of the failure OBLIGORS to redeem make, in a timely manner, any of the Senior Notes when payments which they are required to tender to the BANK pursuant to this AGREEMENT or any other LOAN DOCUMENT, time being of the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureessence; (b) The failure of any nonpayment at maturity of the OBLIGORS to do anything they are required to do under this AGREEMENT or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such IndebtednessLOAN DOCUMENT; (c) the entry of one The OBLIGORS doing anything they are prohibited from doing under this AGREEMENT or more final judgments or orders for the payment of money against the Company, the Guarantor or under any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and ordersother LOAN DOCUMENT; (d) the Guarantee ceases to be in full force and effect (except as contemplated Any violation or breach by the terms any of the Indenture) OBLIGORS of any representation, covenant, warranty or is declared obligation contained in a judicial proceeding to be null and void, this AGREEMENT or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; andany other LOAN DOCUMENT; (e) Events of Default Any of the OBLIGORS providing the BANK with any information that is not materially true, accurate and complete; (f) The commencement of a voluntary federal bankruptcy proceeding, state insolvency proceeding or other similar type of proceeding by or against any of the OBLIGORS; (g) The commencement of an involuntary bankruptcy proceeding against any of the OBLIGORS; (h) The death or dissolution of any OBLIGOR; (i) The occurrence of any event which the BANK reasonably deems to impair any of the COLLATERAL in any respect including, without limitation, the value thereof; (j) The recordation of any federal, state or local tax lien against any of the OBLIGORS; (k) The occurrence of a material adverse change in the financial condition or business of any of the OBLIGORS after the date of the execution of this AGREEMENT; (l) The occurrence of an overdraft in any of the BANK ACCOUNTS; (m) The failure by the OBLIGORS to pay any form of taxes as and subject when such taxes are due; (n) The filing of any foreclosure action or proceeding against any of the COLLATERAL by another creditor; (o) The entry of a money judgment against any of the OBLIGORS after the date of this AGREEMENT; (p) The garnishment or attachment of any of the OBLIGORS' assets; (q) The submission of any LOAN BASE REPORT or other financial information or documentation by the OBLIGORS to the conditions set forth BANK that is not true, accurate and complete on the date that it is submitted; (r) The failure by the BORROWER to deposit all of its account receivable collections, checks and cash in clauses the COLLATERAL RESERVE ACCOUNT at the BANK; or (viis) and (viii) The occurrence of Section 8.01(a) any field examination by the BANK, or the BANK'S agents or representatives, of the Indenture in respect of any Significant Subsidiary orBORROWER and the BORROWER'S financial records which the BANK, in related eventsits sole and absolute discretion, any group of Subsidiaries of deems to be unsatisfactory to the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorBANK.

Additional Events of Default. In addition to the Events of Default set forth in Section 5.1 of the Original Indenture, each of the term “following events shall also constitute an Event of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a) if any event of default as defined in any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any Indebtedness of the failure Company (including an Event of Default under any other series of Securities), whether such Indebtedness now exists or shall hereafter be created or incurred, shall happen and shall consist of default in the payment of more than $50,000,000 in principal amount of such Indebtedness at the maturity thereof (after giving effect to redeem any applicable grace period) or shall result in such Indebtedness in principal amount in excess of $50,000,000 becoming or being declared due and payable prior to the date on which it would otherwise become due and payable, and such default shall not be cured or waived or such acceleration shall not be rescinded or annulled within a period of 30 days after there shall have been given, by registered or certified mail, 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 of the Senior Notes when required pursuant Notes, a written notice specifying such event of default and requiring the Company to the terms and conditions thereof cause such default to be cured or waived or to pay the repurchase price for Senior Notes cause such acceleration to be repurchased in accordance with Section 3.2 rescinded or annulled or to cause such Indebtedness to be discharged and stating that such notice is a "Notice of this Supplemental Default" under the Indenture;; or (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company shall fail within 60 days to pay, bond or otherwise discharge any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity uninsured judgment or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders court order for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have $50,000,000, which is not been stayed (by on appeal or otherwise), vacated, discharged, or is not otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be being appropriately contested in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorgood faith.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default"EVENT OF DEFAULT,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the any Senior Notes Note when required pursuant to the terms and conditions thereof or to pay the repurchase purchase price for any Senior Notes Note to be repurchased purchased in accordance with Section 3.2 3.3 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 25.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 25.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition to the Events of Default set forth in the IndentureLoan Documents, the term “Event occurrence of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever of default, other than the reason for such Designated Event of Default Default, shall be an event of default hereunder ("Forbearance Event of Default"), and whether it Bank, at Bank's option in its sole discretion, may be voluntary or involuntary or be effected by operation make all obligations of law or pursuant to any judgmentBorrower immediately due and payable, decreeand may immediately terminate the Forbearance Period, all without demand, presentment, or order notice, all of any court or any orderwhich requirements, ruleif any, or regulation of any administrative or governmental body):Borrower hereby waives: (a) Failure to perform any of the obligations set forth in this Agreement or in the Loan Documents (as the same may be modified by this Agreement), including the failure of Borrower timely and punctually to redeem the Senior Notes when pay to Bank all payments required to be made pursuant to this Agreement and the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental IndentureLoan Documents; (b) any nonpayment at maturity Any representation or other default under any agreement warranty of Borrower herein or instrument relating to any other Indebtedness of in the Company Loan Documents shall be false, misleading, or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, incorrect in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtednessmaterial respect; (c) There is any substantial impairment of the entry prospect of one Borrower's satisfaction of its obligations to Bank or more final judgments or orders for substantial impairment of the payment value of money against the CompanyBorrower Collateral, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days substantial impairment of the entry priority of such judgments and ordersBank's security interest in or lien on Borrower Collateral; (d) The filing of any lawsuit or other legal action by or against Borrower challenging (i) the Guarantee ceases to be existence or priority of Bank's security interests; or (ii) the enforceability or validity of this Agreement, the documents or instruments executed in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and voidconnection with this Agreement, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; andLoan Documents; (e) Events Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct any material part of Default its business affairs; (f) Borrower (i) shall fail to pay its debts as such debts become due if such debts are in excess of $75,000.00 (except as permitted under this Agreement), (ii) shall make an assignment for the benefit of its creditors, (iii) shall admit in writing its inability to pay debts as they become due and such debts are in excess of $75,000.00, (iv) shall file a petition under any chapter of the type and subject to Bankruptcy Code or any similar law, state or federal, now or hereafter existing, (v) shall become "insolvent" as that term is generally defined under the conditions set forth in clauses Bankruptcy Code, (vi) shall have any involuntary bankruptcy case commenced against it, whether or not an order for relief is entered, or (vii) and (viii) of Section 8.01(a) of the Indenture in respect of shall have a custodian, trustee, or receiver appointed for, or have any Significant Subsidiary orcourt take jurisdiction of, its property, or any portion thereof, in related eventsany voluntary or involuntary proceeding, any group including those for the purpose of Subsidiaries of the Company reorganization, arrangement, dissolution, or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.liquidation; or

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior NotesDebentures, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem or repay the Senior Notes Debentures when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes Debentures to be repurchased in accordance with Section 3.2 Sections 3.2, 4.1 and 5.1 of this Supplemental Indenture; (b) any nonpayment at maturity or other default is made under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture The occurrence at any time with respect to the Senior NotesParty B or, means if applicable, any one Specified Entity of Party B of any of the following events (whatever the reason for such will constitute an additional Event of Default under Section 5(a) with respect to Party B and whether it may such Events of Default shall be voluntary in addition to, and not in limitation of, any other Events of Default or involuntary Termination Events in this Agreement: (A) Failure by Party B or any Specified Entity of Party B to comply with or perform any agreement or obligation to be effected complied with or performed by operation such party in accordance with Part 12 (“Affirmative Covenants”), if such failure is not remedied within 3 Business Days (or, in the case of law Part 12(a)(vi) and Part 12(a)(vii), 5 Business Days) after notice of such failure is given to Party B; (B) Failure by Party B or any Specified Entity of Party B to comply with or perform any agreement or obligation to be complied with or performed by Party B or such Specified Entity in accordance with Part 13 (“Negative Covenants”); (C) At any time the outstanding Aggregate Unpaid Value exceeds the amount of Margin then held or (if Party A is required to establish replacement custodial accounts pursuant to Part 11(f)) controlled by Party A pursuant to any judgment, decree, Master ISDA by $45,000,000 or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenturemore; (bD) A Change of Control shall have occurred; (E) Any money judgment, writ or warrant of attachment or similar process involving in any nonpayment individual case or in the aggregate at maturity or other default under any agreement or instrument relating to any other Indebtedness time an amount in excess of the Company or any lower of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) 5% of Party B’s or any Specified Entity of Party B’s total assets as reflected on its most recent balance sheet (not adequately covered by insurance as to which a Responsible Officer of the Trustee solvent and unaffiliated insurance company has actual knowledge of nonpayment or other default acknowledged coverage) or (2) the Trustee has received written notice thereof from the Company, from $1,000,000 shall be entered or filed against Party B or any Holder, from the holder Specified Entity of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Party B or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and ordersassets; (d1) At any time after the Guarantee ceases execution and delivery thereof, any Specified Agreement, or any provision thereof, shall cease to be in full force and effect (except as contemplated by the terms of the Indenture) effect, shall be terminated or is shall be declared in a judicial proceeding to be null and void, (2) Party A shall not have or shall cease to have a valid and perfected first-priority lien in any Collateral with a fair market value in excess of $500,000, except as permitted hereunder or under the Guarantor denies ISDA Security Documents (or disaffirms as to which Party A may grant consent from time to time), purported to be covered by the ISDA Security Documents hereunder, or (3) Party B or any Specified Entity of Party B shall repudiate or contest the validity or enforceability of any Specified Agreement or any provision thereof in writing its obligation or deny in writing that it has any further liability under the Guarantee; andany Specified Agreement or any provision thereof to which it is a party; (eG) Events Any time there occurs an “Event of Default Default” or “Termination Event” with respect to MX Electric under, and as defined in the MX Electric Agreement, or at any time there occurs an event of default or termination event (however defined) with respect to MX Canada under any MX Canada Transaction; (H) Any time the Collateral Coverage Ratio is less than 1.25:1.00 when determined in respect of the type months of October through March (inclusive), or is less than 1.4:1.00, when determined for any other month; (I) [Intentionally Omitted]; (J) There is, at any time, a material adverse change (as reasonably determined by Party A) in (A) the financial condition, the results of operations, business, prospects or results of Party B and subject to Party B’s Specified Entities taken as a whole, or (B) the conditions collection rate or aging of accounts receivable for Party B or any Specified Entity of Party B; (K) At any time, (1) the rights of the holders of Class B Common Stock (included in MX Holdings’ Second Amended and Restated Certificate of Incorporation, Bylaws and otherwise set forth in clauses a Specified Agreement) shall have been modified in any manner (viiregardless of whether such modification is written or whether it occurs due to an action or a failure to act) adverse to the holders of Class B Common Stock without the prior written consent of Party A or (2) MX Holdings or any of its Affiliates shall take any action or omit to take any action inconsistent with the continued existence of, or the ability of the holders of Class B Common Stock to exercise, the rights afforded to such holders and referred to in clause (viii1) of Section 8.01(athis Part 1(i)(xi)(K); (L) Xxxx Xxxxx shall cease to be the Chief Executive Officer and President of MX Holdings or Xxxxxx Xxxxxx shall cease to be the Chief Financial Officer of MX Holdings, or either of them shall cease to be involved in the day-to-day management of Party B, MX Electric or MX Canada in substantially the same roles as of the Indenture date hereof and, 60 days following any such person leaving such position, such person is not replaced in respect such position by a person or persons that is/are approved by Party A in writing; (M) [Intentionally Omitted]; (N) Any default, event of default or termination event (or terms of like import) by Party B or any Significant Subsidiary orSpecified Entity of Party B shall occur under any Specified Agreement or any other agreement between any such party and Party A and such default, event of default, termination event or similar event shall not have been fully and completely cured within the grace period provided for in related eventssuch agreement, any group of Subsidiaries or if no grace period is so provided, within three Business Days; (O) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (P) The terms of the Company Notes, the Indenture, the Old Notes or Guarantor whichthe Old Notes Indenture shall be amended, if considered restated or otherwise modified in a manner that is adverse to Party A; (Q) Principal or interest on the aggregateNotes or the Old Notes shall have been paid or any of such notes have been purchased by Party B or its Specified Entities in whole or in part, would be a Significant Subsidiary of prior to the Company respective due dates, except (with respect to the Notes) as permitted by the Intercreditor Agreement or Guarantor(with respect to the Old Notes) as permitted by this Agreement.

Additional Events of Default. In addition Pursuant to the Events Section 6.1 (f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Senior NotesROARS if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this Eighth Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of ROARS at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Eighth Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of ROARS or Guarantorany other person.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior NotesTERMS, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem repurchase the Senior Notes TERMS when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 terms and conditions of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition to the The following shall be ---------------------------- additional Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a) default in the failure to redeem performance, or breach, of any covenant or agreement contained in Section 4.07, Section 4.08 or Article III hereof or in Article Eight of the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture;; or (b) a default or defaults under any nonpayment at maturity bond, debenture, note or other default under any agreement or instrument relating to any other evidence of Indebtedness of by the Company or any Restricted Subsidiary of its Restricted Subsidiaries the Company (or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness by the unpaid principal amount of which is not less than $100.0 million), and, in Company or any such caseRestricted Subsidiary) having, individually or in the aggregate, a principal or similar amount outstanding of at least $10 million, whether such indebtedness now exists or shall hereafter be created, which default (i) continues beyond or defaults shall have resulted in the acceleration of the maturity of such Indebtedness prior to its express maturity or shall constitute a failure to pay such Indebtedness when due and payable after the expiration of any applicable grace period of grace provided with respect thereto and (ii) results or shall have resulted in such Indebtedness becoming or being declared due prior to its stated maturity or occurs at the final maturity of such Indebtednessand payable; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;or (c) the entry of one a final judgment or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject other than to the conditions set forth in clauses (viiextent covered by insurance as to which the insurance company has acknowledged coverage and other than to the extent covered by an indemnity given by an insurance company) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of is entered against the Company or Guarantor which, if considered in the aggregate, would be a Significant any Restricted Subsidiary of the Company in an aggregate amount in excess of $10 million by a court or Guarantorcourts of competent jurisdiction, which judgment is not discharged, waived, stayed, bonded or satisfied for a period of 45 consecutive calendar days.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default"EVENT OF DEFAULT,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior NotesDebentures, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes Debentures when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes Debentures to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; providedPROVIDED, howeverHOWEVER, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition to The occurrence of any one or more of the Events of Default set forth in the Indenture, the term following events shall constitute an “Event of Default,” whenever used in under the Indenture or this Supplemental Indenture with respect Agreement and entitle the non-defaulting party to exercise the Senior Notes, means any one termination rights under Paragraph 11 of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):Agreement: (a) Seller fails to observe or perform in any material respect any Obligation of Seller under the Program Documents, and such failure continues unremedied for twenty (20) calendar days after the earlier of receipt of written notice thereof from Buyer to redeem Seller or the Senior Notes when required pursuant to knowledge of such failure by Seller or the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental IndentureAdministrator; (b) Seller or Guarantor shall be in monetary default in excess of $1,000,000 with respect to Seller or $5,000,000 with respect to the Guarantor, beyond any nonpayment at maturity or other default applicable cure period, under any agreement Indebtedness, in the aggregate, of Seller or instrument relating the Guarantor, as applicable, which default involved the failure to any other Indebtedness pay a matured obligation, or permits the acceleration of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or Indebtedness by any other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating party to such Indebtedness; (c) Seller or any other Affiliate of the entry Seller, as applicable, defaults beyond any applicable grace period in paying any amount or performing any material obligation due to Buyer or any Affiliate of one Buyer under any other financing, hedging, security or more other agreement (other than under this Agreement) between (x) Seller or any other Affiliate of the Seller and (y) Buyer or any Affiliate of Buyer; (d) a final non-appealable judgment or judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of (i) $1,000,000 in the aggregate with respect to Seller or (ii) $5,000,000 in the aggregate with respect to the Guarantor, that is not insured amounts against is entered against Seller or Guarantor, as applicable, by one or more courts, administrative tribunals or other bodies having jurisdiction and have the same is not satisfied, discharged (or provision has not been stayed (by appeal made for such discharge) or otherwise), vacated, dischargedbonded, or otherwise satisfied a stay of execution thereof has not been procured, within 60 calendar sixty (60) days from the date of the entry of such judgments and ordersthereof; (de) a Governmental Authority takes any action to (1) condemn, seize or appropriate, or assume custody or control of, all or any substantial part of the Guarantee ceases to be property of Seller, (2) displace the management of Seller or materially curtail its authority in full force and effect the conduct of the business of Seller, (except 3) terminate the activities of Seller as contemplated by the terms Program Documents or (4) remove, limit or restrict the approval of Seller by such Governmental Authority as an issuer, buyer or seller of securities, and each such action provided for in this clause (e) shall not have been discontinued or stayed within 10 days; (f) A Material Adverse Effect has occurred and is continuing; (g) The Trust ceases for any reason to have a valid ownership interest in any Eligible Underlying Asset; (i) the Indentureenforceability of any Program Document is contested, challenged, denied or repudiated by Seller or any Affiliate thereof that is a party thereto, in each case directly, indirectly, in whole or in part, and the outcome of such contest, challenge, denial or repudiation would result in a Material Adverse Effect, or (ii) any Lien or security interest granted to Buyer under the Agreement terminates, is declared in a judicial proceeding to be null and void, ceases to be valid and effective, and such breach is not cured within two (2) Business Days after the earlier of Seller’s knowledge thereof or receipt of written notice thereof Buyer; (i) Seller or the Guarantor denies is required to register as an “investment company” (as defined in the Investment Company Act); (j) the applicable Servicer fails to deposit into the Trust Account amounts as required under the Servicing Agreement and the Servicer Acknowledgement and such amount is not deposited into such Trust Account within two (2) Business Days; (k) Seller or disaffirms the Guarantor admits in writing its obligation under the Guarantee; andthat it is not Solvent; (el) Events the Guarantor repudiates, revokes or attempts to revoke in writing the guarantee of Default a Guarantor in the Guaranty, in whole or in part; (m) Seller or any of the type and subject other Affiliate of Seller takes any corporate action in furtherance of, or which would result in, an Act of Insolvency of Seller or the Guarantor; (n) the Guarantor’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein are qualified or limited by reference to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) status of the Indenture in respect Guarantor as a “going concern” or a reference of any Significant Subsidiary orsimilar import, in other than a qualification or limitation expressly related events, any group of Subsidiaries of the Company or Guarantor which, if considered to Buyer’s rights in the aggregatePurchased Securities, would be or indicate that the Guarantor has a Significant Subsidiary of the Company negative net worth or Guarantoris insolvent; or (o) A Guarantor Financial Covenant Breach has occurred and is continuing.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term The following additional events shall be established and shall each constitute an “Event of Default,” whenever used in under Section 6.01(a) of the Indenture or this Supplemental Base Indenture with respect to the Senior Notes, means Offered Securities so long as any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):Offered Securities remain Outstanding: (a1) default in the failure to redeem performance or breach by the Senior Notes when required pursuant to Company or a Guarantor of the terms and conditions thereof or to pay covenant described under Section 10.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Base Indenture; (b2) any nonpayment failure by the Company to effect a Special Mandatory Redemption, if required, on the Special Mandatory Redemption Date; (3) failure by the Company for 60 days from receipt of written notice by the Trustee or the Holders of at maturity or other default under any agreement or instrument relating to any other Indebtedness least 25% of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), the Offered Securities Outstanding to comply with the provisions under Section 1.3(3) of this Second Supplemental Indenture; and, in any such case, such (4) an event of default (i) continues beyond any period of grace provided shall happen and be continuing with respect thereto to any Indebtedness (other than Non-Recourse Indebtedness) of the Company, a Guarantor or any Restricted Subsidiary under any indenture or other instrument evidencing or under which the Company, a Guarantor or any Restricted Subsidiary shall have a principal amount outstanding (such amount with respect to original issue discount bonds or zero coupon notes, bonds or debentures or similar securities based on the accreted amount determined in accordance with United States generally accepted accounting principles and (iias of the date of the most recently prepared consolidated balance sheet of the Company, a Guarantor or any Restricted Subsidiary, as the case may be) results in excess of $100,000,000, and such event of default shall involve the failure to pay the principal of such Indebtedness becoming due prior to its stated maturity or occurs at on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such IndebtednessIndebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Offered Securities; provided, however, that: (a) if such event of default under such indenture or instrument shall be remedied or cured by the Company or the applicable Guarantor or waived by the requisite holders of such Indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders; and (b) subject to the provisions of Section 9.01 Sections 7.01 and 8.08 7.02 of the Base Indenture, the Trustee shall not be deemed to have charged with actual knowledge of any such nonpayment or other event of default unless either (1) written notice thereof shall have been given to a Responsible Officer of the Trustee has actual knowledge by the Company or a Guarantor, as the case may be, by the holder or an agent of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from Indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms Holders of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered not less than 25% in the aggregate, would be a Significant Subsidiary aggregate principal amount of the Company or GuarantorOutstanding Offered Securities.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.

Additional Events of Default. In addition to the applicable Events of Default set forth in Section 6.01 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events shall constitute an "Event of Default" hereunder and thereunder whenever used with respect to the Notes in this Supplemental Indenture (whatever the reason for such Event of Default and whether it may shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): (a1) a default by the Company in the payment when due of interest on the Notes, which default continues for a period of 30 days; (2) a default by the Company in the payment when due of the principal or Redemption Price due with respect to the Notes; (3) a default by the Company or any Restricted Subsidiary with respect to its obligation to pay Indebtedness for borrowed money (other than Indebtedness which is non-recourse to the Company or the Restricted Subsidiary), which default shall have resulted in the acceleration of, or be a failure to redeem pay at final maturity Indebtedness aggregating more than $50 million; (4) a failure to perform any other covenant or warranty of the Senior Notes when required pursuant to Company herein and in the terms and conditions thereof or to pay Indenture, which continues for 30 days after written notice as provided in Section 6.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b5) any nonpayment at maturity final judgments or other default under any agreement or instrument relating to any other Indebtedness of orders are rendered against the Company or any Restricted Subsidiary which require the payment by the Company or any Restricted Subsidiary of its Restricted Subsidiaries an amount (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions extent not covered by insurance) in excess of Section 9.01 $50 million and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders remain unstayed or unsatisfied for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments more than 60 days and orders create a liability of $100.0 million or more are not being contested in excess of insured amounts and have not been stayed (good faith by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;appropriate proceedings; or (d6) the Guarantee ceases to be any event described in full force and effect (except as contemplated by the terms of the IndentureSections 6.01(4) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a6.01(5) of the Indenture in shall occur with respect of to any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorRestricted Subsidiary.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior NotesSecurities: (i) the Issuer fails to pay an installment of interest upon any Security when due, means and such failure continues for a period of thirty (30) days after the date when due; (ii) the Issuer fails to satisfy its conversion obligations upon exercise of a Holder’s conversion right pursuant hereto; (iii) the Issuer fails to timely provide a Fundamental Change Notice pursuant to, and in accordance with, Section 3.02(B), or fails to timely provide any one notice pursuant to, and in accordance with, Section 9.01(B)(iii), Section 9.01(B)(iv) or Section 9.15(E); (iv) the Issuer fails to comply with its obligations under Article V; (v) the Issuer fails to comply with any term, covenant or agreement contained in the Securities or the Indenture (other than a term, covenant or agreement for which a failure to comply is elsewhere in this Section 6.01 or Section 5.1 of the following events Original Indenture specifically dealt with or which has expressly been included in the Original Indenture solely for the benefit of series of securities other than the Securities), and such failure is not cured within sixty (whatever 60) days after receipt by the reason for such Event Issuer of Default written notice to the Issuer by the Trustee or to the Issuer and whether it may be voluntary or involuntary or be effected the Trustee by operation the Holders of law or pursuant to any judgment, decree, or order at least twenty-five percent (25%) in aggregate principal amount of any court or any order, rule, or regulation of any administrative or governmental body):the Outstanding Securities; (vi) (a) failure by the Issuer to make any payment at maturity (after giving effect to any applicable grace period) of indebtedness for money borrowed of the Issuer or any Significant Subsidiary in an aggregate principal amount of $15,000,000 or more and the continuance of such failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness the acceleration of indebtedness for money borrowed of the Company Issuer or any of its Restricted Subsidiaries (the unpaid Significant Subsidiary in an aggregate principal amount of which is not less than $100.0 million), and15,000,000 or more because of a Default with respect to such indebtedness, in any each case without such caseindebtedness having been discharged or such acceleration having been cured, such default waived, rescinded or annulled within thirty (i30) continues beyond any period days after receipt by the Issuer of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject written notice to the provisions Issuer by the Trustee or to the Trustee and the Issuer by Holders of Section 9.01 and 8.08 at least twenty-five percent (25%) in aggregate principal amount of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;Outstanding Securities; and (cvii) failure by the entry of one Issuer or more final any Significant Subsidiary, within 30 days, to pay, bond or otherwise discharge any final, non-appealable judgments or orders for the payment of money against the Companytotal uninsured amount of which for the Issuer or any Significant Subsidiary exceeds $15,000,000, the Guarantor or any enforcement of their respective Restricted Subsidiaries, which judgments and or orders create a liability of $100.0 million or more in excess of insured amounts and have are not been stayed (by pending appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments amount immediately due and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture payable in respect of any Significant Subsidiary orthe Notes shall equal the Outstanding principal amount thereof, in related eventsplus accrued and unpaid interest, any group of Subsidiaries of plus the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorMake-Whole Amount.

Additional Events of Default. In addition to the applicable Events of Default set forth in Section 501 of the Base Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events shall constitute an "Event of Default" hereunder and thereunder whenever used with respect to the Notes in this Indenture (whatever the reason for such Event of Default and whether it may shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): (ai) a default by the failure Company in the payment of the Principal Amount at Maturity (or, if the Notes have been converted to redeem semi-annual cash pay notes following the Senior occurrence of a Tax Event, the Restated Principal Amount), Redemption Price, Purchase Price, or Fundamental Change Purchase Price with respect to any Note when such amount becomes due and payable; (ii) a default by the Company in the payment of any interest which becomes payable after the Notes when required pursuant have been converted to semi-annual cash pay notes following the terms and conditions thereof occurrence of a Tax Event, which default continues for 30 days; (iii) a default in the performance, or to pay breach, by the repurchase price for Senior Notes to be repurchased in accordance with Company of its obligations under Section 3.2 801 of the Base Indenture or Section 609 of this Supplemental Indenture; (biv) any nonpayment a default in the performance, or breach, by the Company of its obligations under Article VI of this Supplemental Indenture, and continuance of such default or breach for a period of 30 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount at maturity of the Notes a written notice specifying such default or other breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of Securities of such series not less than the principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its expiration; (v) a default under in the performance, or breach, of any agreement or instrument relating to any other Indebtedness covenant of the Company in this Indenture (other than a covenant a default in whose performance or any whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of its Restricted Subsidiaries (series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the unpaid Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount at maturity of the Notes a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder, unless the Trustee, or the Trustee and the Holders of a principal amount of which is Securities of such series not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor.than

Additional Events of Default. In addition to the Events of Default set forth in Section 501 of the Indenture, the term “Base Indenture an Event of Default,” whenever used Default with respect to the Notes shall also mean any of the following: (a) failure by the Company to pay the Fundamental Change Purchase Price, when such payment becomes due and payable; (b) failure by the Company to pay Additional Interest and the continuance of such failure for a period of 30 days; (c) failure by the Company to comply with its obligation to convert the Notes upon the exercise of a Holder’s conversion right and the continuance of such failure for a period of five days following the scheduled settlement date for such conversion; (d) failure by the Company to perform or observe any of the covenants or agreements in the Indenture or this First Supplemental Indenture with respect to the Senior NotesNotes (other than a covenant or agreement a default in whose performance is specifically dealt with in Section 3.02(a), means any one Section 3.02(b), Section 3.02(c), Section 3.02(e) or Section 3.02(f)) and such failure continues for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the following events (whatever the reason for Outstanding Notes a written notice specifying such Event of Default default or breach and whether requiring it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 remedied and stating that such notice is a “Notice of this Supplemental Default” under the Indenture; (be) any nonpayment at maturity or other failure by the Company to provide a Fundamental Change Company Notice when due; (f) failure by the Company to provide notice of the Effective Date of the Make-Whole Fundamental Change when due; (g) default under any agreement or instrument relating to any other Indebtedness of by the Company or any of its Restricted Significant Subsidiaries (that results in the unpaid acceleration of maturity with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed having a principal amount in excess of which is not less than $100.0 million), and, 10,000,000 in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 aggregate of the Indenture, the Trustee shall not be deemed to have knowledge Company and/or any Significant Subsidiary of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of whether such indebtedness now exists or shall hereafter be created; provided that any such Indebtedness event of default shall be deemed cured and not continuing upon payment of such indebtedness or from the trustee under the agreement or instrument, relating to rescission of such Indebtednessdeclaration; (ch) the entry of one or more a final judgments or orders judgment for the payment of money $10,000,000 or more (excluding any amounts covered by insurance) rendered against the Company or any Significant Subsidiary of the Company, which judgment is not discharged or stayed within 60 days after (i) the Guarantor or any of their respective Restricted Subsidiaries, date on which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by the right to appeal or otherwise), vacated, dischargedthereof has expired if no such appeal has commenced, or otherwise satisfied within 60 calendar days of (ii) the entry of such judgments and ordersdate on which all rights to appeal have been extinguished; (di) the Guarantee ceases to be entry by a court having jurisdiction in full force and effect the premises of (except as contemplated by the terms of the Indenturei) a decree or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture order for relief in respect of any a Significant Subsidiary or, in related events, any group of Subsidiaries of the Company in an involuntary case or Guarantor whichproceeding under any applicable federal, if considered state or foreign bankruptcy, insolvency, reorganization or other similar law, (ii) a decree or order adjudging a Significant Subsidiary of the Company as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the aggregateSignificant Subsidiary of the Company under any applicable federal, would be state or foreign law or (iii) an appointment of a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of a Significant Subsidiary of the Company or Guarantorany substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; and (j) the commencement by a Significant Subsidiary of the Company of a voluntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of a Significant Subsidiary of the Company in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of a Significant Subsidiary of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by a Significant Subsidiary of the Company in furtherance of any such action.

Additional Events of Default. In addition to the Events of Default set forth specified in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events clauses (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): 1) through (a6) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 501 of the Indenture, the Trustee following shall not be deemed Events of Default with respect to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;Notes: (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d7) the Guarantee ceases of the Guarantor with respect to the Notes shall for any reason cease to be in full force and effect (except as contemplated by the terms thereof or by the Indenture) and effect or be declared null and void or any responsible officer of the Guarantor denies that it has any further liability under its Guarantee with respect to the Notes or gives notice to such effect, other than by reason of the termination of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events 8) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any of Default its subsidiaries or the payment of which is guaranteed by the Issuer or any of its subsidiaries, other than Indebtedness owed to the Issuer or any of its subsidiaries, whether such Indebtedness or guarantee exists as of the type Issue Date or is created thereafter, if both (A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and subject results in the holder or holders of such Indebtedness causing such Indebtedness to the conditions set forth in clauses (vii) become due prior to its stated maturity, and (viiiB) the principal amount of Section 8.01(a) of such Indebtedness, together with the Indenture in respect principal amount of any Significant Subsidiary orother such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), in related eventsor the maturity of which has been so accelerated, aggregate $100.0 million or more at any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorone time outstanding.

Additional Events of Default. In addition Pursuant to the Events Section 6.1(f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Series B Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this Second Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the ma- turity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Series B Senior Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Second Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Series B Senior Notes or Guarantor.any other person. ARTICLE SIX

Additional Events of Default. In addition to the those Events of Default set forth in Section 6.01 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a) failure by the failure Company to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance comply with Section 3.2 of this Supplemental Indentureits obligations under Article 7; (b) failure by the Company to issue a Fundamental Change Company Notice when such notice becomes due in accordance with Section 9.02(b); (c) failure by the Company to comply with its obligations to repurchase the Notes as required under Article 9; (d) failure by the Company to comply with its obligations to redeem the Notes under Article 10 after the Company exercises its option to redeem the Notes; (e) default by the Company or any nonpayment at maturity Subsidiary of the Company in the payment of the principal or interest on any mortgage, agreement or other default instrument under which there may be outstanding, or by which there may be secured or evidenced, any agreement debt for money borrowed in excess of $40 million in the aggregate of the Company and/or any of its Subsidiaries, whether such debt now exists or instrument relating to any other Indebtedness shall hereafter be created, resulting in such debt becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within thirty calendar days after written notice of such acceleration has been received by the Company or such Subsidiary; (f) a final judgment for the payment of $40 million or more rendered against the Company or any of its Restricted Subsidiaries (the unpaid principal Subsidiaries, and such amount of which is not less than $100.0 million), and, in any such case, such default covered by insurance or indemnity or not discharged or stayed within sixty calendar days after (i) continues beyond any period of grace provided with respect thereto and the date on which the right to appeal thereof has expired if no such appeal has commenced, or (ii) results in such Indebtedness becoming due prior the date on which all rights to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to appeal have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtednessbeen extinguished; (cg) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days Subsidiary of the entry of such judgments and orders; Company that is a “significant subsidiary” (d) as defined in Regulation S-X under the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the IndentureExchange Act) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered that in the aggregateaggregate would constitute a “significant subsidiary” shall commence a voluntary case or other proceeding seeking liquidation, would reorganization or other relief with respect to the Company or any such Subsidiary or group of Subsidiaries or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or any such Subsidiary or group of Subsidiaries or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or (h) an involuntary case or other proceeding shall be a Significant commenced against the Company or any Subsidiary of the Company that is a “significant subsidiary” (as defined in Regulation S-X under the Exchange Act) or Guarantorany group of Subsidiaries of the Company that in the aggregate would constitute a “significant subsidiary” seeking liquidation, reorganization or other relief with respect to the Company or such Subsidiary or group of Subsidiaries or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Company or such Subsidiary or group of Subsidiaries or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of ninety consecutive days.

Additional Events of Default. In addition Pursuant to the Events Section 6.1 (f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Series F Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this Sixth Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Series F Senior Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Sixth Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Series F Senior Notes or Guarantor.any other person. ARTICLE SIX

Additional Events of Default. In addition to As contemplated by Section 501(7) of the Events of Default set forth in the Original Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever events, in addition to those set forth in Section 501 of the reason for such Event Original Indenture, shall constitute an Events of Default with respect to the Notes for all purposes of the Indenture: (i) the Company fails to pay any Additional Interest on the Notes when it becomes due and whether it may be voluntary or involuntary or be effected by operation payable, and continuance of law or pursuant such default for a period of 30 days; (ii) the Company fails to any judgment, decree, or order of any court comply with provisions contained in Section 209; (iii) the Company or any orderof its Subsidiaries fails to comply with the provisions contained in Sections 403 or 405, rule, or regulation of any administrative or governmental body): (a) and such failure has continued for 30 days after the failure to redeem Company has received written notice as provided in the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (biv) any nonpayment at maturity or other a default under any agreement mortgage, indenture or instrument relating to under which there may be issued or by which there may be secured or evidenced any other Indebtedness of for money borrowed by the Company or any of its Restricted Subsidiaries (or the unpaid payment of which guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of this Eighth Supplemental Indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness at final maturity and the aggregate amount of which is not less than such Indebtedness exceeds $100.0 million), and, in any such case, such default 50,000,000; or (i) continues beyond any period of grace provided with respect thereto and (iib) results in such the acceleration of Indebtedness becoming due aggregating $10,000,000 prior to its stated maturity express maturity; (v) the Company or occurs at any of its Restricted Subsidiaries fails to pay final judgments aggregating in excess of $50,000,000, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) events of bankruptcy or insolvency described in clauses (5) and (6) of Section 501 of the final maturity Original Indenture with respect to the Company or any of such Indebtedness; provided, however, the Company's Restricted Subsidiaries which are Significant Subsidiaries or any group of Restricted Subsidiaries that, subject taken together, would constitute a Significant Subsidiary. In the case of an event of default arising from certain events of bankruptcy or insolvency, with respect to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create Subsidiary that is a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, or any group of Restricted Subsidiaries of the Company or Guarantor whichthat, if considered in the aggregatetaken together, would be constitute a Significant Subsidiary of the Company Subsidiary, all outstanding Notes will become due and payable immediately without further action or Guarantornotice.

Additional Events of Default. In addition to the applicable Events of Default set forth in Section 6.01 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such shall constitute an "Event of Default Default" hereunder and whether it may be voluntary or involuntary or be effected by operation of law or pursuant thereunder whenever used with respect to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):the Notes in this Supplemental Indenture: (a1) the failure to redeem the Senior pay interest on any Notes when required pursuant the same becomes due and payable and the default continues for a period of 30 days, whether or not such failure shall be due to compliance with Article IX of this Supplemental Indenture or agreements with respect to any other Indebtedness or any other reason; (2) the terms and conditions thereof or failure to pay the repurchase price for Senior principal on any Notes, when such principal becomes due and payable, at maturity, upon acceleration, upon redemption or otherwise (including the failure to make a Change of Control Offer or make a payment to purchase Notes tendered pursuant to a Change of Control Offer), whether or not such failure shall be repurchased in accordance due to compliance with Section 3.2 Article IX of this Supplemental IndentureIndenture or agreements with respect to any other Indebtedness or any other reason; (b3) a default in the observance or performance of any nonpayment other covenant or agreement contained in this Supplemental Indenture which default continues for a period of 30 days after -42- 47 the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (4) the failure to pay at final maturity or other default under any agreement or instrument relating (giving effect to any other applicable grace periods and any extensions thereof) the principal amount of any Recourse Indebtedness of the Company or any Subsidiary of its Restricted Subsidiaries (Company, or the unpaid acceleration of the final stated maturity of any such Recourse Indebtedness if the aggregate principal amount of such Recourse Indebtedness, together with the principal amount of any other such Recourse Indebtedness in default for failure to pay principal at final maturity or which is not less than has been accelerated, aggregates $100.0 million)5.0 million or more at any time; (5) one or more judgments in an aggregate amount in excess of $5.0 million shall have been rendered against the Company or any of its Subsidiaries and remain undischarged, and, in any such case, such default (i) continues beyond any unpaid or unstayed for a period of grace provided with respect thereto 60 days after such judgment or judgments become final and nonappealable. (ii6) results in such Indebtedness becoming due prior The Company or any of its Subsidiaries pursuant to its stated maturity or occurs at under or within the final maturity meaning of such Indebtedness; provided, however, that, subject any Bankruptcy Law: (a) commences a voluntary case or proceeding; (b) consents to the provisions entry of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment an order for relief against it in an involuntary case or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtednessproceeding; (c) consents to the entry appointment of one a Custodian of it or more final judgments for all or orders for the payment substantially all of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and ordersits property; (d) makes a general assignment for the Guarantee ceases to be in full force and effect (except as contemplated by the terms benefit of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guaranteecreditors; andor (e) Events shall generally not pay its debts when such debts become due or shall admit in writing its inability to pay its debts generally; or (7) a court of Default competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company or any Subsidiary of the type and subject to the conditions set forth Company in clauses an involuntary case or proceeding, (viib) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries appoints a Custodian of the Company or Guarantor which, if considered in the aggregate, would be a Significant any Subsidiary of the Company for all or Guarantorsubstantially all of its Properties, or and in each case the order or decree remains unstayed and in effect for 60 consecutive days. The Events of Default described in clauses (4), (5), (6) and (7) above with respect to a Subsidiary shall not apply if such Person was not a Subsidiary at the time such event or condition occurred unless, in the case of clause (4) or (5) above, the Company or another Subsidiary thereof assumes or otherwise becomes liable for the liability referred to therein or the liabilities generally of such Person.

Additional Events of Default. In addition It will constitute an Event of Default if (x) the Borrower shall not provide to the Events Administrative Agent from time to time as such information is made known to the Borrower, a certified supplement to the list described in Section 11(d) above, setting forth additional descriptions of Default set forth in real property owned by the IndentureBorrower and its Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is known to the Borrower on the date of such supplement to be either (i) unencumbered or (ii) subject to a lien, the term “Event terms of Default,” whenever used which would not be violated by the granting of a second lien without the prior written consent of the holder or holders (or the trustee or agent of such holder or holders) of the first lien, or (y) on or before January 15, 2000: (a) the Borrower shall fail to move all bank accounts currently maintained at Canadian Imperial Bank of Commerce and Bank of Montreal to one or more of the Lenders, and thereafter to maintain all such accounts with one or more of the Lenders until the Lenders are paid in full and all commitments are cancelled; (b) the Indenture or this Supplemental Indenture Borrower, the Administrative Agent and Mellon Bank, N.A. shall fail to execute a Blocked Account Agreement with respect to the Senior NotesBorrower's bank account maintained at Mellon Bank, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such IndebtednessN.A.; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry Borrower shall fail to deliver to the Administrative Agent a comprehensive business plan in form and detail acceptable to the Administrative Agent, including, without limitation, descriptions of one or more final judgments or orders for the payment proposed asset sales and other sources of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; repayment; (d) the Guarantee ceases Borrower shall fail to deliver to the Administrative Agent a preliminary report detailing the results of the physical inventory taken during December 1999 by the Borrower and its Subsidiaries, in form and detail satisfactory to Administrative Agent; or (e) the Borrower shall fail to (i) grant or cause to be in full force granted to the Collateral Agent, for the benefit of the Lenders, (A) first priority liens on all unencumbered real and effect personal property of the Borrower and its Domestic Subsidiaries (except as contemplated by other than any non-essential asset with a fair market value not exceeding $200,000), and (B) second priority liens on all real and personal property of the Borrower and its Domestic Subsidiaries (other than any non-essential asset with a fair market value not exceeding $200,000) that is subject to a lien, the terms of which would not be violated by the Indenture) granting of a second lien without the prior written consent of the holder or is declared in a judicial proceeding to be null and void, holders (or the Guarantor denies trustee or disaffirms in writing its obligation under the Guarantee; and (e) Events agent of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(asuch holder or holders) of the Indenture first lien, (ii) deliver or cause to be delivered to the Collateral Agent acceptable mortgagee policies of title insurance and any surveys, environmental site assessments or other items required by the Collateral Agent with respect to any such real property located in Tarboro, North Carolina and Union City, South Carolina, and any such real property acquired in connection with the acquisition of the Xxxxxxx Corporation and (iii) make best efforts to deliver or cause to be delivered to the Collateral Agent acceptable mortgagee policies of title insurance and any surveys, environmental site assessments or other items required by the Collateral Agent with respect to all other such real property. 13. GUARANTOR ACKNOWLEDGMENT. By signing below, each of the Guarantors (i) acknowledges, consents and agrees to the execution and delivery of this Amendment, (ii) acknowledges and agrees that its obligations in respect of its Subsidiary Guaranty are not released, diminished, waived, modified, impaired or affected in any Significant manner by this Amendment or any of the provisions contemplated herein, (iii) ratifies and confirms its obligations under its Subsidiary orGuaranty, and (iv) acknowledges and agrees that it has no claims or offsets against, or defenses or counterclaims to, its Subsidiary Guaranty as a result of this Amendment. 14. BANK OF AMERICA CONSENT. Bank of America, N.A., in related events, any group of Subsidiaries its capacity as provider of the Company or Guarantor whichOverline Facility, if considered in hereby (i) agrees to this Amendment and acknowledges that the aggregatewaivers provided herein shall also be effective with respect to the Overline Facility, would be a Significant Subsidiary (ii) agrees that it will not accept any payment of principal under the Overline Facility during the Waiver Period, and (iii) acknowledges that the maturity date of the Company or GuarantorOverline Facility has been extended to the termination of the Waiver Period.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior NotesSecurities: (a) failure by the Company to pay interest on the Securities within five Business Days of an Interest Payment Date through, means and including, April 1, 2011; (b) failure by the Company to comply with its obligation to convert the Securities into shares of Common Stock and/or cash in accordance with Article 9, upon exercise of a Holder’s conversion right and, if applicable, failure by the Company to deliver any one Early Conversion Make Whole Amount pursuant to Section 9.06; (c) failure by the Company to provide to the Holders (i) a Company Notice upon the occurrence of a Fundamental Change pursuant to Section 8.01 or (ii) a Make Whole Fundamental Change Notice pursuant to Section 9.05(a), as applicable, in each case within the time required to provide such notice; (d) default by the Company or any Subsidiary in the payment of principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness of the following events Company or indebtedness of any Subsidiary for money borrowed in excess of $10.0 million in the aggregate, whether the indebtedness exists or shall hereafter be created, resulting in the indebtedness becoming or being declared due and payable, and the acceleration shall not have been rescinded or annulled within 30 days after written notice of the acceleration has been received by the Company or the Subsidiary from the Trustee (or has been received by the Company or the Subsidiary, as the case may be, and the Trustee from Holders of at least 25% in principal amount of Outstanding Securities); (e) failure by the Company or any Subsidiary to pay final and non-appealable judgments, the aggregate uninsured portion of which is at least $10.0 million, if the judgments are not paid, discharged or fully bonded against within 60 days; and (f) the Pledge and Escrow Agreement ceases to be in full force and effect or enforceable prior to its expiration in accordance with its terms. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it may be is voluntary or involuntary or be is effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): . Prior to the declaration of the acceleration of the Securities, the Holders of a majority in the aggregate principal amount of the Outstanding Securities may waive, on behalf of all of the Holders of the Securities, any Event of Default set forth in this Section 5.01 and its consequences except an Event of Default under clauses (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating of this Section 5.01. The Company will deliver to any other Indebtedness the Trustee, within 30 days after becoming aware of the Company or any occurrence of its Restricted Subsidiaries (the unpaid principal amount an Event of which is not less than $100.0 million)Default, and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorthereof.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior NotesSecurities: (a) failure by the Company to pay any principal or Applicable Premium on the Securities when due or to effect any distribution pursuant to Sections 2.01(g), means 3.06(c) or 3.07 when due; (b) failure by the Company to comply with its obligation to convert the Securities into shares of Common Stock and/or cash in accordance with Article IX, or to deliver additional shares of Common Stock pursuant to Section 9.05 or 9.06, upon exercise of a Holder’s conversion right; (c) failure by the Company to (i) comply with any one provision of Section 3.06, Article IV or Article VIII or (ii) pay the Redemption Price, Fundamental Change Purchase Price or Purchase Price for any Security when due; (d) failure by the Company to provide to the Holders (i) a Company Notice upon the occurrence of a Fundamental Change pursuant to Section 8.01 or (ii) a Make Whole Fundamental Change Notice pursuant to Section 9.05(a), as applicable, in each case within the time required to provide such notice; (e) default by the Company or any Subsidiary in the payment of principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness of the following events Company or indebtedness of any Subsidiary for money borrowed in excess of $10.0 million in the aggregate, whether the indebtedness exists or shall hereafter be created, resulting in the indebtedness becoming or being declared due and payable, and the acceleration shall not have been rescinded or annulled within 30 days after written notice of the acceleration has been received by the Company or the Subsidiary from the Trustee (or has been received by the Company or the Subsidiary, as the case may be, and the Trustee from Holders of at least 25% in aggregate principal amount of the Outstanding Securities); (f) failure by the Company or any Subsidiary to pay final and non-appealable judgments, the aggregate uninsured portion of which is at least $10.0 million, if the judgments are not paid, discharged or fully bonded against within 60 days; and (g) breach by Thermo of any of its obligations under Section 2 of the Consent Agreement or the corresponding provisions of the definitive documentation for the COFACE Facility Restructuring. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it may be is voluntary or involuntary or be is effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant . Prior to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness declaration of the Company or any acceleration of its Restricted Subsidiaries (the unpaid Securities, the Holders of a majority in the aggregate principal amount of which is not less than $100.0 million)the Outstanding Securities may waive, and, in any such case, such default (i) continues beyond any period on behalf of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 all of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer Holders of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the CompanySecurities, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events Event of Default of the type and subject to the conditions set forth in clauses this Section 5.01 and its consequences, provided that any Event of Default arising under Section 5.01(a), 5.01(b), 5.01(c) or 5.01(d) may only be waived by all of the Holders so affected. The Company will deliver to the Trustee, within 30 days after becoming aware of the occurrence of an Event of Default, written notice thereof. The following two sentences shall apply to the Securities in substitution of the first paragraph of Section 5.2 of the Original Indenture. If an Event of Default with respect to the Securities at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the Outstanding Securities may declare the principal amount, together with any accrued and unpaid Interest thereon and the Applicable Premium, if any, of all the Securities to be due and payable immediately in cash (viiwith no amount of Interest being payable in Additional Securities), by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount, together with any accrued and unpaid Interest thereon and Applicable Premium, if any, shall become immediately due and payable. Notwithstanding the foregoing, if an Event of Default specified in clause (f) and or (viiig) of Section 8.01(a) 5.1 of the Original Indenture occurs, the principal amount, together with any accrued and unpaid Interest thereon (with no amount of Interest being payable in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of Additional Securities) and the Company or Guarantor whichApplicable Premium, if considered any, of all the Securities at the time Outstanding shall be due and payable immediately in the aggregate, would be a Significant Subsidiary of the Company cash without further action or Guarantornotice.

Additional Events of Default. In addition (a) Pursuant to Section 6.1(f) of the Events of Default set forth in the Senior Indenture, the term an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture shall be deemed to occur with respect to a series of Notes if an event of default, as defined in any indenture or instrument evidencing or under which the Senior Notes, means any one Company has as of the following events date of this Twenty-Sixth Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and be continuing and either (whatever the reason for i) such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (ii) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under any indenture or other instrument under which such default shall have occurred, or by the agreement Holders of not less than 25% in the aggregate principal amount of such series of Notes at the time outstanding; and provided, further, that if such default shall be remedied or cured by the Company or waived by the requisite number of percentage of holder of such indebtedness as provided in such indenture or instrument, relating then the Event of Default described under this Twenty-Sixth Supplemental Indenture shall be deemed likewise to such Indebtedness; (c) have been remedied, cured or waived without further action on the entry part of one or more final judgments or orders for the payment Trustee, any Holder of money against the Company, the Guarantor Notes or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorother person.

Additional Events of Default. In addition Pursuant to the Events Section 6.1(f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Series A Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this First Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that, the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Series A Senior Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this First Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Series A Senior Notes or Guarantorany other person.

Additional Events of Default. In addition to So long as any Senior Notes remain Outstanding, each of the Events of Default set forth in the Indenture, the term “following events will constitute an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " with respect to the Senior Notes, means any one Notes in addition to those Events of Default specified in Section 801 of the following events (whatever Base Indenture: Failure to pay any principal of or premium or interest on any Debt of the reason for Company that is outstanding in a principal amount in excess of $50,000,000 in the aggregate, including such Event a failure with respect to Securities of Default another series, when the same becomes due and payable, whether it may be voluntary by scheduled maturity, required prepayment, acceleration, demand or involuntary or be effected by operation of law or pursuant to any judgmentotherwise, decree, or order and such failure continues after the expiration of any court or any order, rule, or regulation of any administrative or governmental body): (a) applicable grace period specified in the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of such Debt; or Failure by the Company or any Significant Subsidiary to generally pay its debts as such debts become due, or admission in writing of its Restricted Subsidiaries (inability to pay debts generally, or making a general assignment for the unpaid principal amount benefit of which is not less than $100.0 million)creditors; or any proceeding shall be instituted by or against the Company or any Significant Subsidiary seeking to adjudicate the Company or any such Significant Subsidiary a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder case of any such Indebtedness proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or from unstayed for a period of 30 days, or any of the trustee under the agreement or instrumentactions sought in such proceeding, relating to such Indebtedness; (c) including, without limitation, the entry of one an order for relief against, or more final judgments the appointment of a receiver, trustee, custodian or orders other similar official for, it or for any substantial part of its property, shall occur; or the Company or any Significant Subsidiary shall take any corporate action to authorize or to consent to any of the actions set forth in this clause (b); or Any judgment or order for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts $25,000,000 has been rendered against the Company and either (i) enforcement proceedings shall have not been stayed commenced by any creditor upon such judgment or order or (ii) there shall be any period of 10 consecutive Business Days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to shall not be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantoreffect.

Additional Events of Default. In Section 5.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, the term “it shall also constitute an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): " if (a) the failure Company shall have failed to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased consummate a Change of Control Offer in accordance with Section 3.2 the provisions of Article 4 of this Supplemental Indenture; , or (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders (not covered by insurance, treating any deductibles, self-insurance or retention as not so covered) for the payment of money in excess of $10,000,000 in the aggregate for all such judgments or orders against the Company or any Subsidiary and such judgments or orders shall not be paid or discharged, and there shall be a period of 60 consecutive days after the final judgment or order that causes such aggregate amount to exceed $10,000,000 million during which a stay of enforcement of such final judgment(s) or order(s) are not in effect. Section 5.2 Notwithstanding any provisions to the contrary in the Indenture including, without limitation, Section 501(a) thereof, the failure to pay the principal of or any premium on the Notes at its Maturity shall constitute an "Event of Default". Section 5.3 Notwithstanding any provisions to the contrary in the Indenture including, without limitation, Section 501(e) thereof, the default under any bonds, debentures, notes or other evidences of indebtedness of the Company, or under any mortgage, indenture or other instrument of the Guarantor Company (including a default with respect to Securities of any series other than the Notes) under which there may be issued or by which there may be secured any indebtedness of their respective Restricted the Company (or by one or more Subsidiaries, the repayment of which judgments and orders create a liability of $100.0 million the Company has guaranteed or more in excess of insured amounts and have not been stayed (by appeal for which the Company is directly responsible or otherwiseliable as obligor or guarantor), vacatedwhether such indebtedness now exists or shall hereafter be created, which default(s) shall constitute a failure to pay an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or otherwise satisfied such acceleration having been rescinded or annulled, within 60 calendar a period of 10 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least a majority in principal amount of the entry of Outstanding Notes a written notice specifying such judgments default and orders; (d) requiring the Guarantee ceases Company to cause such indebtedness to be in full force and effect (except as contemplated by the terms of the Indenture) discharged or is declared in a judicial proceeding cause such acceleration to be null rescinded or annulled and voidstating that such notice is a "Notice of Default" hereunder, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events shall constitute an Event of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorDefault.

Additional Events of Default. In addition Pursuant to the Events Section 6.1 (f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Series D Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this Fourth Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Series D Senior Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Fourth Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Series D Senior Notes or Guarantor.any other person. ARTICLE SIX

Additional Events of Default. In addition (a) Failure to meet any of the Events of Default milestones described on Annex I hereto (the “Milestones”) unless extended in the manner set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental IndentureRestructuring Support Agreement; (b) any nonpayment at maturity or other default under any agreement or instrument relating Failure to any other Indebtedness of obtain the Company or any of its Restricted Subsidiaries (Final DIP Order by the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at 43rd day following the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such IndebtednessPetition Date; (c) Without the consent of the DIP Agent and the Required DIP Lenders, the filing of any motion by the Debtor seeking approval of (or the entry of one or more final judgments or orders for an order by the payment of money against Bankruptcy Code approving) adequate protection to any prepetition creditor that is inconsistent with the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and ordersDIP Orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated The entry by the terms Bankruptcy Court of any order approving the Indenture) obtaining of credit or is declared in a judicial proceeding to be null and voidincurring indebtedness by the Debtor, or the Guarantor denies obtaining of credit and incurrence of indebtedness by any Obligor that is (i) secured by a security interest, mortgage or disaffirms other lien on all or any portion of the Collateral which is equal or senior to any security interest, mortgage, or other lien in writing its obligation favor of the DIP Agent or the Prepetition Agent described in this Agreement or (ii) entitled to administrative expense priority status which is equal or senior to the claims under the Guarantee; andDIP Facility or the claims and liens of the Prepetition Agent (other than the Carve-Out) described in this Agreement; (e) Events The entry of Default any order by the Bankruptcy Court granting, or the filing by the Debtor of any motion or other request with the Bankruptcy Court seeking, authority to use any cash proceeds of any of the type Collateral or to obtain any financing under section 364 of the Bankruptcy Code other than the DIP Facility, in each case without the consent of the DIP Agent and subject the Required DIP Lenders; (f) Any other superpriority administrative expense claim (other than the Carve-Out) which is pari passu with or senior to the conditions claims of the DIP Agent or the DIP Lenders or any lien that is pari passu with or senior to the Liens securing the DIP Obligations or the Adequate Protection Liens (as defined in the DIP Order) shall be granted in the Chapter 11 Case, except to the extent such lien constitutes a permitted pari passu or senior lien under the Finance Documents; (g) Filing of any papers by the Debtor in the Chapter 11 Case, or entry of any order approving or modifying the DIP Facility, in a form and substance not satisfactory to the DIP Agent and the Required DIP Lenders; (h) Institution of any judicial proceeding by any Obligor seeking to challenge the validity of any portion of the Finance Documents, the Loans, and any obligations under the Prepetition Facility or the applicability or enforceability of same or which seeks to void, avoid, limit, subordinate or otherwise adversely affect any security interest created by or in relation to the Finance Documents, the Prepetition Documents or any payment pursuant thereto; (i) Any lien or security interest purported to be created under the DIP Orders, Finance Documents or under the Prepetition Documents shall cease to be, or shall be asserted by any Obligor not to be, a valid and perfected lien on or security interest in any of the Collateral, with the priority set forth in the related loan documents; (j) Entry of an order by the Bankruptcy Court granting relief from or modifying the automatic stay (i) to allow any creditor to execute upon or enforce a lien on or security interest in any assets of any Obligor, or (ii) to permit foreclosure (or the granting of a deed in lieu of foreclosure or the like) on assets of any Obligor, with an aggregate value for clauses (viii) and (viiiii) in excess of Section 8.01(a$100,000 (other than with respect to which the DIP Agent consents to such relief); (k) A breach by any Obligor of any of its material post-Petition Date obligations in excess of $500,000, including any obligations arising under any post-petition letter of credit facility, beyond any applicable cure or grace period; (l) Reversal, vacatur or modification (without the consent of the DIP Agent and the Required DIP Lenders) of the Indenture Interim DIP Order or Final DIP Order; (m) Dismissal of the Chapter 11 Case, conversion of the Chapter 11 Case to a chapter 7 case, or the appointment of a chapter 11 trustee or of an examiner or responsible officer (in any such case with expanded powers relating to operation of the business) and the relevant order therefor shall not be reversed or vacated within ten (10) days; (n) Unless otherwise approved by the DIP Agent and the Required DIP Lenders, the entry of an order providing for a change of venue (other than a change of venue to Delaware) with respect to the Chapter 11 Case and such order shall not be reversed or vacated within ten (10) days; (o) Unless provided for in the Budget or otherwise approved by the DIP Agent and the Required DIP Lenders, the filing of any motion by the Debtor seeking authority to consummate a sale of assets of any Obligor or the Collateral having a value in excess of $100,000 outside the ordinary course of business (subject to exceptions to be agreed); (p) The Bankruptcy Court’s entry of an order terminating the Debtor’s exclusive right to file a plan of reorganization or liquidation without the consent of the DIP Agent and the Required DIP Lenders; (q) The Debtor makes any material payments on account of any prepetition indebtedness or payables other than payments pursuant to “first day” orders entered by the Bankruptcy Court and set forth in the Budget; (r) The cessation by any Obligor of conducting all or any material part of its respective business operations; (s) Any Obligor shall make any payment (whether by way of adequate protection or otherwise) of principal or interest or otherwise on account of any prepetition indebtedness or payables other than payments (i) in respect of any Significant Subsidiary oraccrued payroll and related expenses as of the commencement of the Chapter 11 Case and (ii) in respect of certain creditors, in related eventseach case, to the extent authorized by one or more “first day” orders and consistent with the Budget; (t) A sale of any group of Subsidiaries part of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary Collateral pursuant to section 363 of the Company Bankruptcy Code not expressly permitted by the DIP Documentation without the consent of the Required DIP Lenders; (u) The failure by any Obligor or Guarantor.any creditor of any Obligor to comply with the terms of any applicable subordination, lien priority or intercreditor agreements;

Additional Events of Default. In addition Pursuant to the Events Section 6.1 (f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Series G Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this Seventh Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Series G Senior Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Seventh Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Series G Senior Notes or Guarantorany other person.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to a series of the Senior NotesSecurities, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes such Securities when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes such Securities to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition Pursuant to the Events Section 6.1 (f) of Default set forth in the Indenture, the term “an "Event of Default,” whenever used in the Indenture or this Supplemental Indenture " shall be deemed to occur with respect to the Series E Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events (whatever the reason for such Event date of Default this Fifth Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): continuing and either (a) such default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (b) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Series E Senior Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Fifth Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Series E Senior Notes or Guarantor.any other person. ARTICLE SIX

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall relate to an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail or electronically, as applicable, to the Company by the Trustee or to the Company and the Trustee by the Holders of more than 50% in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts fully covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts fully covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the 2024 Notes or the 2029 Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer amount immediately due and payable in respect of the Trustee has actual knowledge of nonpayment 2024 Notes or other default or (2) the Trustee has received written notice thereof from 2029 Notes shall equal the CompanyOutstanding principal amount thereof, from any Holderplus accrued and unpaid interest, from plus the holder of any such Indebtedness or from the trustee under the agreement or instrument2024 Notes Make-Whole Amount, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days case of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void2024 Notes, or the Guarantor denies or disaffirms 2029 Notes Make-Whole Amount, in writing its obligation under the Guarantee; and (e) Events of Default case of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor2029 Notes.

Additional Events of Default. In addition to the Events of Default ---------------------------- set forth in the IndentureAccounts Agreement or other Financing Agreements, the term “occurrence of any one or more of the following shall constitute an "Event of Default,” whenever used " under the Accounts Agreement, including all supplements thereto, and the other Financing Agreements: (a Borrower or any guarantor, endorser or other person liable on the Obligations shall default in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means payment of any one of the following events (whatever the reason for such Event of Default and whether amounts at any time due on any Indebtedness owed by it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgmentPerson other than Lender for borrowed money or due under or in connection with any capitalized lease obligations, decreecontingent Indebtedness in connection with any guarantee, letter of credit, indemnity or similar type of instrument in favor of any person other than Lender, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to shall be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any of the other terms or covenants of any evidence of such Indebtedness or of any mortgage, security agreement, indenture, note, pledge or other agreement relating thereto or instrument relating to securing such Indebtedness or, if Borrower or any guarantor, endorser or other person liable on the Obligations shall default under any other Indebtedness of the Company material contract, lease, license or other agreement with any of its Restricted Subsidiaries (the unpaid principal amount of which is not less person other than $100.0 million), and, in any such case, Lender if such default results in or causes, or has a reasonable likelihood of resulting in or causing, a material adverse change in (i) continues beyond any period of grace provided with respect thereto and the condition (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal financial or otherwise), vacatedbusiness, dischargedperformance, operations or properties of Borrower, (ii) the legality, validity or enforceability of this Agreement or any of the other Financing Agreements, (iii) the perfection or priority of the security interests or liens of Agent on behalf of Lender in the Collateral, (iv) the ability of Borrower to repay the Obligations or of Borrower to perform its obligations under this Agreement or any of the other Financing Agreements, or otherwise satisfied within 60 calendar days (v) the rights and remedies of Lender under this Agreement or any of the entry other Financing Agreements; or (b the Shareholder dies; or (c the occurrence of such judgments and orders; (d) an event of default under any other agreement, document or instrument at any time executed and/delivered to, with or in favor of Agent by Borrower or any other person liable on the Guarantee ceases to be in full force and effect (except as contemplated by the terms Obligations, including, without limitation, any of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorother Financing Agreements.

Additional Events of Default. In addition to the Events The occurrence of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one or more of the following events (whatever the reason for such shall constitute an additional Event of Default and whether it may under the Loan Documents: 6.1 DM's failure to comply with the employment reporting requirements as specified herein; 6.2 DM's failure to meet the employment commitments as specified herein; 6.3 Any attempt by DM to assign its rights under the Loan Documents or any advance made or to be voluntary made hereunder or involuntary or be effected by operation of law or pursuant to any judgment, decreeinterest therein, or order if the Secured Property is conveyed or encumbered in any way without the prior written consent of Grantee and OSP; 6.4 The facility is materially damaged or destroyed by fire or other casualty or cause and the insurance proceeds therefrom are inadequate to rebuild or restore the facility to its condition immediately prior to such casualty; 6.5 Any representation or warranty made herein or in any court report, certification, or other instrument furnished in connection with the Loan Documents or any orderadvances of Grant funds made hereunder, ruleby or in behalf of DM shall prove to be false or misleading in any material respect when made; 6.6 Any mechanics', laborers', materialmen's or similar statutory lien, or regulation any notice thereof, shall be filed against DM and shall not be discharged within thirty (30) days of any administrative such filing; 6.7 DM shall (i) apply for or governmental body): (a) the failure to redeem the Senior Notes when required pursuant consent to the terms and conditions thereof appointment of a receiver, trustee or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 liquidator of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company it or any of its Restricted Subsidiaries property, (ii) admit in writing its inability to pay its debts as they mature, (iii) make a general assignment for the unpaid principal amount benefit of which is not less than $100.0 million)creditors, and(iv) be adjudicated as bankrupt or insolvent or (v) file a voluntary petition in bankruptcy, or a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such caselaw; 6.8 A petition, order, judgement or decree shall be entered, without the application, approval or consent of DM by any court of competent jurisdiction, approving a petition seeking reorganization or approving the appointment of a receiver, trustee or liquidator of DM of all or a substantial part of its assets, and such default (i) continues beyond order, judgment or decree shall continue unstayed and in effect for any period of grace provided with respect thereto and thirty (ii30) results in such Indebtedness becoming due prior to its stated maturity days; 6.9 The dissolution, termination of existence, merger or occurs at the final maturity consolidation of such Indebtedness; provided, however, that, subject to the provisions DM or a sale of Section 9.01 and 8.08 all or substantially all assets of DM out of the Indenture, ordinary course of business without the Trustee shall not be deemed to have knowledge prior written consent of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the GuaranteeBCEDC; and (e) Events 6.10 Failure to remedy an ineligible expenditure of Default of the type and subject grant funds or to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of reimburse BCEDC, Grantee or OSP for any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorineligible costs which are paid from Grant funds.

Additional Events of Default. In addition to the applicable Events of Default set forth in Section 6.01 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events shall constitute an "Event of Default" hereunder and thereunder whenever used with respect to the Notes in this Supplemental Indenture (whatever the reason for such Event of Default and whether it may shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): (a1) a default by the Company in the payment when due of interest on the Notes, which default continues for a period of 30 days; (2) a default by the Company in the payment when due of the principal or Redemption Price due with respect to the Notes; (3) a default by the Company or any Restricted Subsidiary with respect to its obligation to pay Indebtedness for borrowed money (other than Indebtedness which is non-recourse to the Company or the Restricted Subsidiary), which default shall have resulted in the acceleration of, or be a failure to redeem pay at final maturity, Indebtedness aggregating more than $50 million; (4) a failure to perform any other covenant or warranty of the Senior Notes when required pursuant to Company herein and in the terms and conditions thereof or to pay Indenture, which continues for 30 days after written notice as provided in Section 6.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b5) any nonpayment at maturity final judgments or other default under any agreement or instrument relating to any other Indebtedness of orders are rendered against the Company or any Restricted Subsidiary which require the payment by the Company or any Restricted Subsidiary of its Restricted Subsidiaries an amount (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions extent not covered by insurance) in excess of Section 9.01 $50 million and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders remain unstayed or unsatisfied for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments more than 60 days and orders create a liability of $100.0 million or more are not being contested in excess of insured amounts and have not been stayed (good faith by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;appropriate proceedings; or (d6) the Guarantee ceases to be any event described in full force and effect (except as contemplated by the terms of the IndentureSections 6.01(4) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a6.01(5) of the Indenture in shall occur with respect of to any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorRestricted Subsidiary.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term The following additional events shall be established and shall each constitute an “Event of Default,” whenever used in under Section 6.01(a) of the Indenture or this Supplemental Base Indenture with respect to the Senior Notes, means Offered Securities so long as any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):Offered Securities remain Outstanding: (a1) default in the failure to redeem performance or breach by the Senior Notes when required pursuant to Company or a Guarantor of the terms and conditions thereof or to pay covenant described under Section 10.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Base Indenture; (b2) any nonpayment failure by the Company to effect a Special Mandatory Redemption, if required, on the Special Mandatory Redemption Date; (3) failure by the Company for 60 days from receipt of written notice by the Trustee or the Holders of at maturity or other default under any agreement or instrument relating to any other Indebtedness least 25% of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), the Offered Securities Outstanding to comply with the provisions under Section 1.3(3) of this First Supplemental Indenture; and, in any such case, such (4) an event of default (i) continues beyond any period of grace provided shall happen and be continuing with respect thereto to any Indebtedness (other than Non-Recourse Indebtedness) of the Company, a Guarantor or any Restricted Subsidiary under any indenture or other instrument evidencing or under which the Company, a Guarantor or any Restricted Subsidiary shall have a principal amount outstanding (such amount with respect to original issue discount bonds or zero coupon notes, bonds or debentures or similar securities based on the accreted amount determined in accordance with United States generally accepted accounting principles and (iias of the date of the most recently prepared consolidated balance sheet of the Company, a Guarantor or any Restricted Subsidiary, as the case may be) results in excess of $100,000,000, and such event of default shall involve the failure to pay the principal of such Indebtedness becoming due prior to its stated maturity or occurs at on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such IndebtednessIndebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Offered Securities; provided, however, that: (a) if such event of default under such indenture or instrument shall be remedied or cured by the Company or the applicable Guarantor or waived by the requisite holders of such Indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders; and (b) subject to the provisions of Section 9.01 Sections 7.01 and 8.08 7.02 of the Base Indenture, the Trustee shall not be deemed to have charged with actual knowledge of any such nonpayment or other event of default unless either (1) written notice thereof shall have been given to a Responsible Officer of the Trustee has actual knowledge by the Company or a Guarantor, as the case may be, by the holder or an agent of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from Indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms Holders of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered not less than 25% in the aggregate, would be a Significant Subsidiary aggregate principal amount of the Company or GuarantorOutstanding Offered Securities.

Additional Events of Default. In Pursuant to Sections 301(17) and 501(8) of the Indenture, so long as any of the Notes are outstanding, the following shall be an Event of Default with respect to the Notes, in addition to the Events of Default set forth contained in Section 501 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a) Default in the failure to redeem payment of the Senior principal of or premium, if any, on any of the Notes as and when required the same shall become due and payable either at Maturity or in connection with any repurchase pursuant to the terms and conditions thereof Article 3, by acceleration or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture;otherwise. (b) Default in the payment of any nonpayment at maturity or other default under interest, including contingent interest, if any, on any agreement or instrument relating to any other Indebtedness Note when it becomes due and payable, and continuance of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness30 days; (c) Default in the entry performance, or breach, of one any covenant or more final judgments warranty of the Company in the Notes, this Third Supplemental Indenture or orders the Indenture (other than a covenant or warranty a default in the performance of which or a breach of which is elsewhere in this Section or in Section 501 of the Indenture specifically dealt with or which has expressly been included in the Indenture solely for the payment benefit of money against the Company, the Guarantor or any series of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwiseSecurities other than this series), vacatedand continuance of such default or breach for a period of 60 days after there has been given, dischargedby registered or certified mail, to the Company by the Trustee or otherwise satisfied within 60 calendar days to the Company and the Trustee by the Holders of not less than 25% in principal amount of the entry Outstanding Securities of that series a written notice specifying such judgments default or breach and ordersrequiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; (d) Default in the Guarantee ceases Company’s obligation to be convert any portion of the principal amount of a Note in full force and effect (except as contemplated accordance with its terms following exercise by the terms Holder of the Indenture) or is declared in a judicial proceeding right to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guaranteeconvert such Note; andor (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be Company’s obligation to provide a Significant Subsidiary of the Company or GuarantorFundamental Change Notice upon a Fundamental Change as provided in Section 3.01.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior NotesDebentures, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes Debentures when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes Debentures to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default is made under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition It shall constitute an immediate Event of Default under the Credit Agreement, irrespective of any otherwise applicable grace period, if, from and after the date hereof: (i) the Borrower shall make any Restricted Payment (as defined below) except for Restricted Payments necessary for Super to make regularly scheduled payments of interest under the Bridge Loan Agreement as and when due and except for (without duplication) Restricted Payments necessary to enable Super to comply with any REIT Distribution Requirement (as defined in the Bridge Loan Agreement as in effect on the date hereof); or (ii) any voluntary or involuntary bankruptcy case or proceeding shall be commenced, or any trustee shall be appointed or receivership, winding up or similar proceedings commenced, by or against any of the Centro Entities (as defined below) and/or any of the Super Entities (as defined below) or their respective subsidiaries or affiliates until title 11 of the United States Code, as amended, or otherwise, or any other similar law of any foreign jurisdiction; or (iii) an event of default shall at any time exist (whether or not such event of default is subsequently waived by the applicable lenders in respect thereof) (x) in respect of the Bridge Loan Agreement, but only to the Events extent that such event of Default set forth default shall cause the obligations thereunder to be accelerated, (y) any of the revolving credit and term loan facilities provided by KeyBank National Association or its Affiliates to any of the Super Entities (as defined below), including without limitation Centro GA American LLC, Galileo Sub LLC, or various subsidiaries of Super and CWAR 14 LLC (collectively, the “KeyBank Facilities”), but only to the extent that such event of default shall cause the obligations thereunder to be accelerated, or (z) under any other credit facility provided to the Super Entities (as defined below) and any of their respective direct and indirect parent entities and subsidiaries (all such entities, collectively, the “Centro Entities”), that is material to the financial condition or business affairs of the Centro Entities taken as a whole, including for avoidance of doubt the Australian Credit Facility (as defined in the IndentureBridge Loan Agreement as in effect on the date hereof) but excluding the Bridge Loan Agreement and the KeyBank Facilities; or (iv) Super, or any of its direct or indirect Subsidiaries (collectively, the term “Event Super Entities”), other than the Borrower in respect of Default,” whenever used the Credit Agreement, shall (x) make any prepayment of principal (whether mandatory or optional) in respect of its, or their, respective obligations to its, or their, respective lenders (other than the Indenture or this Supplemental Indenture KeyBank Facilities, but otherwise including, without limitation, any payments of principal with respect to the Senior NotesBridge Loan Agreement) other than, means subject in all cases to Section 2(a)(i) hereof, all regularly scheduled debt service payments required to be made on mortgages or other similar financing agreements for any one of the following events (whatever Super Entities and mandatory prepayments by any such Super Entity in respect of proceeds of collateral from asset dispositions, casualty or condemnation, provided that such proceeds are provided to the reason for appropriate administrative agent or lender under the relevant credit agreement with a lien on such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decreecollateral, or order (y) grant, suffer the imposition of or permit (whether voluntarily or involuntarily) any liens or security interests upon any of its respective assets or property of any court or any order, rule, or regulation nature whatsoever in favor of any administrative person, entity, partnership, corporation or governmental body):creditor other than the Administrative Agent or the Lenders, other than Permitted Encumbrances (as defined in the Bridge Loan Agreement as in effect on the date hereof but excluding those described in clause (g) and (l) thereof); or (av) any of the Super Entities shall borrow additional amounts (or repay and reborrow) or obtain new letters of credit under any of the KeyBank Facilities; or (vi) the failure Borrower or Guarantors shall fail to redeem comply with any obligations under this Amendment, including without limitation those obligations set forth in clause (d) below; or (vii) (x) any of the Senior Notes when Australian Credit Facility, the Bridge Loan Agreement or the KeyBank Facilities are terminated or modified in any material respect or (y) any extension agreement required pursuant to be entered into as a condition precedent to the terms and conditions thereof effectiveness of this Amendment terminates or to pay the repurchase price for Senior Notes to be repurchased lapses in accordance with Section 3.2 its terms or is amended or modified in any material respect, or (z) any of this Supplemental Indenture;the Centro Entities terminate or modify in any material respect the transactions contemplated by any such extension agreement or an event of default occurs under any loan agreement or other material financing agreement or contract to which any of the Centro Entities is a party that is material to the financial condition or business affairs of the Centro Entities taken as a whole (other than the KeyBank Facilities or the Bridge Loan Agreement); or (bviii) without the prior written consent of all of the Lenders, if any Centro Entity or any Super Entity, respectively, grants, suffers the imposition of or permit (whether voluntary or involuntary) any nonpayment at maturity liens or other default under any agreement or instrument relating to any other Indebtedness of the Company or security interests upon any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity respective assets or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder property of any such Indebtedness nature whatsoever in favor of any person, entity, partnership, corporation or from creditor other than the trustee under Lenders, except for Permitted Encumbrances (as defined in the agreement or instrumentBridge Loan Agreement as in effect on the date hereof, relating to such Indebtedness; but excluding subparagraphs (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (viig) and (viiil) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorsuch definition).

Additional Events of Default. SECTION 501. (a) In addition to the Events of Default set forth specified in clauses (a) - (f) of Section 6.01 of the Indenture, the term “Event following events are Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior Notes, means any one of Notes and shall be subject to the following events (whatever procedures and other provisions applicable to the reason for such Event Events of Default and whether it may be voluntary or involuntary or be effected by operation contained in clauses (a) - (f) of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):such Section 6.01: (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other a default under any agreement or instrument relating to any other Indebtedness of by the Company or any of its Significant Restricted Subsidiaries under, any bonds, debentures, mortgages, indentures, agreements or instruments, under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money of the Company or any Significant Restricted Subsidiary, whether such indebtedness now exists or shall hereafter be created, and such indebtedness shall have been accelerated (or shall have matured) and such indebtedness remains unpaid, PROVIDED that the unpaid principal amount of such indebtedness with respect to which is not less than $100.0 million), and, in any such casedefault and acceleration (or maturity) has occurred and is continuing, together with the principal amount of all other such default (i) continues beyond any period of grace provided indebtedness with respect thereto to which such a default and acceleration (iior maturity) results in such Indebtedness becoming due prior to its stated maturity has occurred and is continuing, aggregates $5,000,000 or occurs at the final maturity of such Indebtednessmore; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;or (cb) the entry by a court of competent jurisdiction of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective its Significant Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more Subsidiaries in an uninsured aggregate amount in excess of insured amounts and have $5,000,000 is not been stayed (by appeal or otherwise), vacated, discharged, waived, stayed or otherwise satisfied within for a period of 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorconsecutive days.

Additional Events of Default. In addition to the Events of Default set forth specified in the Original Indenture, the term “Event following shall constitute Events of Default,” whenever used in Default under Section 6.01 of the Indenture or this Supplemental Original Indenture with respect to the Senior Notes: (i) there is a failure to deliver the Make-Whole Applicable Increase upon a conversion in connection with a Make-Whole Fundamental Change as described in Section 12.12 of this Eighteenth Supplemental Indenture, which failure continues for a period of 10 Business Days past the applicable delivery date; (ii) the Company fails to timely provide a Fundamental Change Notice, as required by the provisions of the Indenture; (iii) there is a default by the Company with respect to its obligation to deliver the consideration due upon conversion of the Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 12.02, Section 12.09 or Section 12.12 of this Eighteenth Supplemental Indenture, and such default continues for a period of 10 Business Days past the applicable settlement date; (iv) the Company fails to comply with its obligation to redeem the Notes or to repurchase the Notes at the option of a Holder upon a Fundamental Change or on any Option Repurchase Date, in each case in accordance with Article IV of this Eighteenth Supplemental Indenture; (bv) any nonpayment at maturity or other default under any agreement mortgage, indenture (including the Original Indenture and the supplemental indentures thereto in respect of the terms of the Other Public Notes) or instrument relating to any other under which is issued or which secures or evidences Indebtedness of the Company or any Restricted Subsidiary (other than the Notes and Non-Recourse Indebtedness) which default constitutes a failure to pay principal of its Restricted Subsidiaries (the unpaid principal such Indebtedness in an amount of which is not less $35,000,000 or more when due and payable (other than $100.0 million), and, in any such case, such default (ias a result of acceleration) continues beyond any period of grace provided with respect thereto and (ii) or results in such Indebtedness (other than the Notes and Non-Recourse Indebtedness) in the aggregate of $35,000,000 or more becoming or being declared due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtednesspayable before it would otherwise become due and payable; (cvi) the entry of one or more a final judgments or orders judgment for the payment of money against the Company, the Guarantor Company or any of their respective Restricted Subsidiaries, which judgments and orders create a liability Subsidiary in an amount of $100.0 million 5,000,000 or more in excess which remains undischarged or unstayed for a period of insured amounts and have not been stayed (by 60 days after the date on which the right to appeal such judgment has expired or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;becomes subject to an enforcement proceeding; and (dvii) except as permitted by the Indenture, any Guarantee ceases 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 (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and voidany Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Guarantee. With respect to the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events Event of Default of the type and subject to the conditions set forth specified in clauses (vii) and (viii) of Section 8.01(a6.01(3) of the Original Indenture in respect of any Significant Subsidiary oras applicable to the Notes, in related events, any group of Subsidiaries the first sentence of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary last paragraph of Section 6.01 of the Company or GuarantorOriginal Indenture shall be revised to replace “60 days” with “30 days.”

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior Notes, means Securities: (a) failure by the Company to pay any one interest on the Securities within five Business Days of the following events applicable Interest Payment Date; (b) failure by the Company to comply with its obligation to convert the Securities into shares of Common Stock upon exercise of a Holder’s conversion right in accordance with Article 9 and, if applicable, failure by the Company to deliver any Make-Whole Premium pursuant to Section 9.05; (c) failure by the Company to provide to the Holders Company Notice of a Fundamental Change pursuant to Section 8.01; (d) default by the Company or any Subsidiary in the payment of principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness of the Company or indebtedness of any Subsidiary for money borrowed in excess of $5.0 million in the aggregate, whether the indebtedness exists or shall hereafter be created, resulting in the indebtedness becoming or being declared due and payable, and the acceleration shall not have been rescinded or annulled within 30 days after written notice of the acceleration has been received by the Company or the Subsidiary from the Trustee (or has been received by the Company or the Subsidiary, as the case may be, and the Trustee from Holders of at least 50% in principal amount of Outstanding Securities); (e) default in the performance, or breach, of any covenant in this Third Supplemental Indenture (other than the covenant in Section 8.1 of the Original Indenture or any other covenant a default in whose performance or whose breach is elsewhere in this Section specifically dealt with) and continuance of such default or breach for a period of 45 days after there has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 50% in principal amount of the Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied; (f) default in the performance, or breach, of the covenants in Sections 3.08, 3.09, 3.11 and 3.16 of this Third Supplemental Indenture and the continuance of such default or breach for a period of 45 days after there has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 20% in principal amount of the Outstanding Securities a written notice specifying such default or breach and requiring it to be remedied; and (g) failure by the Company or any Subsidiary to pay final and non-appealable judgments, the aggregate uninsured portion of which is at least $10.0 million, if the judgments are not paid, discharged or fully bonded against within 60 days. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it may be is voluntary or involuntary or be effected is affected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): . Prior to the declaration of the acceleration of the Securities, the Holders of 80% of the aggregate principal amount of the Outstanding Securities may waive, on behalf of all of the Holders of the Securities, any Event of Default set forth in this Section 5.01 and its consequences except an Event of Default under clause (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; clause (b) any nonpayment at maturity or other default under any agreement or instrument relating of this Section 5.01. The Company will deliver to any other Indebtedness the Trustee promptly, and in no case more than 3 Business Days, after becoming aware of the Company or any occurrence of its Restricted Subsidiaries (the unpaid principal amount an Event of which is not less than $100.0 million)Default, and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorthereof.

Additional Events of Default. In addition to the applicable Events of Default set forth in Section 6.01 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events shall constitute an "Event of Default" hereunder and thereunder whenever used with respect to the Debentures in this Supplemental Indenture (whatever the reason for such Event of Default and whether it may shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): (a1) a default by the Company in the payment of the any principal (including accrued Original Issue Discount), Redemption Price, Purchase Price, or Change in Control Purchase Price due with respect to the Debentures; (2) a default by the Company or any Subsidiary with respect to its obligation to pay Indebtedness for borrowed money (other than Indebtedness which is non-recourse to the Company or the Subsidiary), which default shall have resulted in the acceleration of, or be a failure to redeem pay at final maturity, Indebtedness aggregating more than $20 million; (3) a failure to perform any other covenant or warranty of the Senior Notes when required pursuant to Company herein and in the terms and conditions thereof or to pay Indenture, which continues for 30 days after written notice as provided in Section 6.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b4) any nonpayment at maturity final judgments or other default under any agreement or instrument relating to any other Indebtedness of orders are rendered against the Company or any of its Restricted Subsidiaries which require the payment by the Company or any of its Subsidiaries of an amount (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions extent not covered by insurance) in excess of Section 9.01 $20 million and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders remain unstayed or unsatisfied for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments more than 60 days and orders create a liability of $100.0 million or more are not being contested in excess of insured amounts and have not been stayed (good faith by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;appropriate proceedings; or (d5) the Guarantee ceases to be any event described in full force and effect (except as contemplated by the terms of the IndentureSections 6.01(4) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a6.01(5) of the Indenture in with respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of to the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary any of the Company or Guarantorits Subsidiaries.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used Default with respect to the Securities: (a) failure by the Company to comply with its obligation to convert the Securities in accordance with this First Supplemental Indenture, upon exercise of a Holder’s conversion right and such failure continues for a period of 10 days; (b) failure by the Company to give a Company Notice of the occurrence of a Fundamental Change to Holders pursuant to Section 8.01 or notice of a specified corporate transaction (as described in Section 9.01(a)(iv)) to Holders, in each case when due; (c) except as permitted by Section 10.02, any Securities Guarantee of any 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 which is a Significant Subsidiary, or any person acting on its behalf, shall deny or disaffirm its obligation under the Securities Guarantee; (d) failure by the Company for a period of 60 days after written notice from the Trustee or Holders of at least 25% in principal amount of Securities then outstanding has been received to comply with any obligation, covenant or agreement in the Indenture or this Supplemental Indenture under the Securities (or 180 days after such notice with respect to any failure to comply with Section 11.01 hereof) (other than those referred to in clauses (a), (b), (c), (e) and (f) of this Section 5.01); (e) default by the Senior Notes, means Company or any one Subsidiary in the payment of the following events principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $15,000,000 in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created, resulting in such indebtedness becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice of such acceleration has been received by the Company or such Subsidiary from the Trustee (or to the Company and the Trustee from Holders of at least 25% in principal amount of outstanding Securities); and (f) a final judgment or decree for the payment of $15,000,000 or more rendered against the Company or any Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced or (ii) the date on which all rights to appeal have been extinguished. The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it may be is voluntary or involuntary or be is effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): . Notwithstanding the foregoing, a Default under clauses (ad) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 (e) of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness Section 5.01 will not constitute an Event of Default until the Trustee notifies the Company (or any the Holders of its Restricted Subsidiaries (the unpaid 25% or more in principal amount of which is not less than $100.0 million), and, in any such case, such default (ithe outstanding Securities notify the Company and the Trustee) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, Default in writing and the Trustee shall Company does not be deemed to have knowledge of cure such nonpayment or other default unless either (1) a Responsible Officer of Default within the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more time specified in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; clauses (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default this Section 5.01 after receipt of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorsuch notice.

Additional Events of Default. In addition to the Events of Default ---------------------------- set forth in the IndentureAccounts Agreement or other Financing Agreements, the term “occurrence of any one or more of the following shall constitute an "Event of Default,” whenever used in " under the Indenture or this Supplemental Indenture with respect to Accounts Agreement, including all supplements thereto, and the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):other Financing Agreements: (a) Borrower or any guarantor, endorser or other person liable on the failure Obligations shall default in the payment of any amounts at any time due on any Indebtedness owed by it to redeem any Person other than Lender for borrowed money or due under or in connection with any capitalized lease obligations, contingent Indebtedness in connection with any guarantee, letter of credit, indemnity or similar type of instrument in favor of any person other than Lender, or shall be in default under any of the Senior Notes when required pursuant to other terms or covenants of any evidence of such Indebtedness or of any mortgage, security agreement, indenture, note, pledge or other agreement relating thereto or securing such Indebtedness or, if Borrower or any guarantor, endorser or other person liable on the terms and conditions thereof Obligations shall default under any other material contract, lease, license or to pay other agreement with any person other than Lender if such default results in or causes, or has a reasonable likelihood of resulting in or causing, a material adverse change in (i) the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 condition (financial or otherwise), business, performance, operations or properties of Borrower, (ii) the legality, validity or enforceability of this Supplemental Indenture;Agreement or any of the other Financing Agreements, (iii) the perfection or priority of the security interests or liens of Agent on behalf of Lender in the Collateral, (iv) the ability of Borrower to repay the Obligations or of Borrower to perform its obligations under this Agreement or any of the other Financing Agreements, or (v) the rights and remedies of Lender under this Agreement or any of the other Financing Agreements; or (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such IndebtednessShareholder dies; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;or (c) the entry occurrence of one an event of default under any other agreement, document or more final judgments instrument at any time executed and/delivered to, with or orders for the payment in favor of money against the Company, the Guarantor Agent by Borrower or any of their respective Restricted Subsidiariesother person liable on the Obligations, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise)including, vacatedwithout limitation, discharged, or otherwise satisfied within 60 calendar days any of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorother Financing Agreements.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term The following additional events shall be established and shall each constitute an “Event of Default,” whenever used in under Section 6.01(a) of the Indenture or this Supplemental Base Indenture with respect to the Senior Notes, means Offered Securities so long as any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):Offered Securities remain Outstanding: (a1) default in the failure to redeem performance or breach by the Senior Notes when required pursuant to Company or a Guarantor of the terms and conditions thereof or to pay covenant described under Section 10.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Base Indenture; (b2) any nonpayment failure by the Company to effect a Special Mandatory Redemption, if required, on the Special Mandatory Redemption Date; (3) failure by the Company for 60 days from receipt of written notice by the Trustee or the Holders of at maturity or other default under any agreement or instrument relating to any other Indebtedness least 25% of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), the Offered Securities Outstanding to comply with the provisions under Section 1.3(3) of this Fourth Supplemental Indenture; and, in any such case, such (4) an event of default (i) continues beyond any period of grace provided shall happen and be continuing with respect thereto to any Indebtedness (other than Non-Recourse Indebtedness) of the Company, a Guarantor or any Restricted Subsidiary under any indenture or other instrument evidencing or under which the Company, a Guarantor or any Restricted Subsidiary shall have a principal amount outstanding (such amount with respect to original issue discount bonds or zero coupon notes, bonds or debentures or similar securities based on the accreted amount determined in accordance with United States generally accepted accounting principles and (iias of the date of the most recently prepared consolidated balance sheet of the Company, a Guarantor or any Restricted Subsidiary, as the case may be) results in excess of $100,000,000, and such event of default shall involve the failure to pay the principal of such Indebtedness becoming due prior to its stated maturity or occurs at on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such IndebtednessIndebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Offered Securities; provided, however, that: (a) if such event of default under such indenture or instrument shall be remedied or cured by the Company or the applicable Guarantor or waived by the requisite holders of such Indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders; and (b) subject to the provisions of Section 9.01 Sections 7.01 and 8.08 7.02 of the Base Indenture, the Trustee shall not be deemed to have charged with actual knowledge of any such nonpayment or other event of default unless either (1) written notice thereof shall have been given to a Responsible Officer of the Trustee has actual knowledge by the Company or a Guarantor, as the case may be, by the holder or an agent of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from Indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms Holders of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered not less than 25% in the aggregate, would be a Significant Subsidiary aggregate principal amount of the Company or GuarantorOutstanding Offered Securities.

Additional Events of Default. In addition to the events listed as Events of Default set forth in Section 5.01 of the Base Indenture, the term “Event following shall be additional Events of Default,” whenever used in the Indenture or this Supplemental Indenture Default with respect to the Senior Subordinated Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):: (a) the failure to redeem the Senior Notes when required pursuant subject to the terms and conditions thereof or Company’s right to defer payments of interest under Section 2.06 hereunder, the Company fails to pay interest on the repurchase price Subordinated Notes for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenturethirty days past the applicable due date; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (fails to pay the unpaid principal amount of which is not less than $100.0 million)of, andor premium, in any such caseif any, such default on the Subordinated Notes when due (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs whether at the final maturity Maturity Date, as a result of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment a Put Right or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtednessotherwise); (c) the entry of one Company fails to observe or more final judgments perform any other covenant or orders for agreement in the payment of money against the Company, the Guarantor or any of their respective Restricted SubsidiariesIndenture, which judgments and orders create a liability continues for 60 days after written notice from the Trustee or holders of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days at least 25% of the entry outstanding principal amount of such judgments and ordersthe Subordinated Notes as provided in the Indenture; (d) there occurs with respect to any issue or issues of indebtedness of the Guarantee ceases Company or any Significant Subsidiary of the Company having an outstanding principal amount of $20 million or more in the aggregate for all such issues of all such persons, (i) an event of default that has caused the holder thereof to declare such indebtedness to be due and payable prior to its stated maturity and such indebtedness has not been discharged in full force or such acceleration has not been rescinded or annulled within 45 days of such acceleration or (ii) a failure to make a principal payment at the final (but not any interim) fixed maturity and effect (except as contemplated by the terms of the Indenture) such defaulted payment shall not have been made, waived or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; andextended; (e) Events of Default of a court having jurisdiction in the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture premises shall enter a decree or order for relief in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company in an involuntary case under any applicable bankruptcy, insolvency or Guarantorother similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Significant Subsidiary or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) a Significant Subsidiary of the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of such Significant Subsidiary or for any substantial part of its property, or make any general assignment for the benefit of creditors.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “"Event of Default,” " whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries Subsidiary (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Company or any of their respective Restricted SubsidiariesSubsidiary, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (ed) Events of Default of the type and subject to the conditions set forth in clauses (viivi) and (viiivii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorCompany.

Additional Events of Default. In addition to the Events of Default set forth in Section 8.01 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default event, and whether it may shall be voluntary or involuntary or be effected affected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body):Governmental Authority) shall constitute an “Event of Default” hereunder: (a) the failure aggregate Outstanding Obligations of all Series then Outstanding on any Payment Date (after giving effect to redeem all principal payments to be paid on such Payment Date) exceeds the Senior Notes when required pursuant Borrowing Base, and such condition continues for a period of 60 days; provided, however, that only a ten day (rather than a 60 day) cure period shall apply if the Outstanding Obligations of all Series then Outstanding exceeds the Borrowing Base due to the terms and conditions thereof failure of a Seller to repurchase or to pay the repurchase price for Senior Notes to be repurchased substitute Transferred Assets in accordance with Section 3.2 the provisions of this Supplemental Indenturethe related Transfer Agreement; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness as of the Company or last day of any of its Restricted Subsidiaries (calendar month, the unpaid principal amount of which is not Interpool Fleet Utilization shall be less than $100.0 million), and, in any 60%; provided that such case, such default (i) continues beyond any period Event of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee Default shall not thereafter be deemed to have knowledge of be automatically cured to the extent such nonpayment or other default unless either (1) a Responsible Officer Interpool Fleet Utilization percentage is greater than 60% as of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder end of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;subsequent month; and (c) the entry Issuer shall fail to comply with the requirements of one Section 4.05 or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;4.06 hereof. (d) The Issuer shall not have transferred all 2007-A Contracts, the Guarantee ceases related Contract Files and all other documentation with respect to be the 2007-A Equipment to a third-party custodian (i) which is acceptable to the Administrative Agent, (ii) which satisfies the requirements contained in full force Article III of the 2007-A SUBI Supplement, (iii) who has become a party to the Relevant Documents as “Custodian” and effect (except as contemplated iv) which is not an Affiliate of Interpool, Inc. by the terms earlier of (A) the six-month anniversary of the IndentureClosing Date or (B) the date that is 30 days after the occurrence of any Servicer Default, Amortization Event or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation Event of Default under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorRelevant Documents.

Additional Events of Default. In addition (a) Pursuant to Section 6.1 (f) of the Events of Default set forth in the Senior Indenture, the term an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture shall be deemed to occur with respect to the Senior NotesNotes if an event of default, means as defined in any one indenture or instrument evidencing or under which the Company has as of the following events date of this Sixteenth Supplemental Indenture or shall thereafter have outstanding any indebtedness, shall happen and be continuing and either (whatever the reason for i) such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) default results from the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased principal of such indebtedness in accordance with Section 3.2 excess of this Supplemental Indenture; (b) any nonpayment $50 million at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject indebtedness or (ii) as a result of such default the maturity of such indebtedness shall have been accelerated so that the same shall be or become due and payable prior to the provisions date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 60 days and the principal amount of Section 9.01 and 8.08 such indebtedness, together with the principal amount of any other indebtedness of the IndentureCompany in default, or the maturity of which has been accelerated, aggregates $50 million or more; provided that the Trustee shall not be deemed to have charged with knowledge of any such nonpayment or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from shall have been given to the Trustee by the Company, from any Holder, from by the holder or an agent of the holder of any such Indebtedness or from indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days by the holders of not less than 25% in the aggregate principal amount of the entry of Notes at the time outstanding; and provided further that if such judgments and orders; (d) the Guarantee ceases to default shall be in full force and effect (except as contemplated remedied or cured by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor whichwaived by the holder of such indebtedness, if considered in then the aggregateEvent of Default described under this Sixteenth Supplemental Indenture shall be deemed likewise to have been remedied, would be a Significant Subsidiary cured or waived without further action on the part of the Company Trustee, any Holder of Notes or Guarantorany other person.

Additional Events of Default. In Section 4.1 For purposes of this Supplemental Indenture and the Notes, in addition to the Events of Default set forth in Section 501 of the Indenture, each of the term following also shall constitute an “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body)::” (a) default in the failure to redeem payment of the Senior principal of or any premium on the Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indentureat Maturity; (b) any nonpayment at maturity or other there shall occur a default under any agreement bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or other instrument relating of the Company (including a default with respect to Securities of any series other Indebtedness than that series) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall relate to an aggregate principal amount exceeding $10,000,000 of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate principal amount exceeding $10,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after there shall have been given, by first class mail or electronically, as applicable, to the Company by the Trustee or to the Company and the Trustee by the Holders of more than 50% in principal amount of the Outstanding Notes a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” under the Indenture; and (c) the entry by a court of competent jurisdiction of one or more judgments, orders or decrees against the Company or any of its Restricted Subsidiaries in an aggregate amount (the unpaid principal excluding amounts fully covered by insurance) in excess of $10,000,000 and such judgments, orders or decrees remain undischarged, unstayed and unsatisfied in an aggregate amount (excluding amounts fully covered by insurance) in excess of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any 10,000,000 for a period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject 30 consecutive days. Section 4.2 Notwithstanding any provisions to the provisions contrary in the Indenture, upon the acceleration of the 2023 Notes or the 2048 Notes in accordance with Section 9.01 and 8.08 502 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) a Responsible Officer amount immediately due and payable in respect of the Trustee has actual knowledge of nonpayment 2023 Notes or other default or (2) the Trustee has received written notice thereof from 2048 Notes shall equal the CompanyOutstanding principal amount thereof, from any Holderplus accrued and unpaid interest, from plus the holder of any such Indebtedness or from the trustee under the agreement or instrument2023 Notes Make-Whole Amount, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days case of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void2023 Notes, or the Guarantor denies or disaffirms 2048 Notes Make-Whole Amount, in writing its obligation under the Guarantee; and (e) Events of Default case of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantor2048 Notes.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term The following additional events shall be established and shall each constitute an “Event of Default,” whenever used in under Section 6.01(a) of the Indenture or this Supplemental Base Indenture with respect to the Senior Notes, means Offered Securities so long as any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or governmental body):Offered Securities remain Outstanding: (a1) default in the failure to redeem performance or breach by the Senior Notes when required pursuant to Company or a Guarantor of the terms and conditions thereof or to pay covenant described under Section 10.01 of the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Base Indenture; (b2) any nonpayment failure by the Company to effect a Special Mandatory Redemption, if required, on the Special Mandatory Redemption Date; (3) failure by the Company for 60 days from receipt of written notice by the Trustee or the Holders of at maturity or other default under any agreement or instrument relating to any other Indebtedness least 25% of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), the Offered Securities Outstanding to comply with the provisions under Section 1.3(3) of this Third Supplemental Indenture; and, in any such case, such (4) an event of default (i) continues beyond any period of grace provided shall happen and be continuing with respect thereto to any Indebtedness (other than Non-Recourse Indebtedness) of the Company, a Guarantor or any Restricted Subsidiary under any indenture or other instrument evidencing or under which the Company, a Guarantor or any Restricted Subsidiary shall have a principal amount outstanding (such amount with respect to original issue discount bonds or zero coupon notes, bonds or debentures or similar securities based on the accreted amount determined in accordance with United States generally accepted accounting principles and (iias of the date of the most recently prepared consolidated balance sheet of the Company, a Guarantor or any Restricted Subsidiary, as the case may be) results in excess of $100,000,000, and such event of default shall involve the failure to pay the principal of such Indebtedness becoming due prior to its stated maturity or occurs at on the final maturity date thereof after the expiration of any applicable grace period with respect thereto, or such IndebtednessIndebtedness shall have been accelerated so that the same shall have become due and payable prior to the date on which the same would otherwise have become due and payable, and such acceleration shall not be rescinded or annulled within 30 days after notice thereof shall have been given to the Company by the Trustee, or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Offered Securities; provided, however, that: (a) if such event of default under such indenture or instrument shall be remedied or cured by the Company or the applicable Guarantor or waived by the requisite holders of such Indebtedness, then the Event of Default hereunder by reason thereof shall be deemed likewise to have been thereupon remedied, cured or waived without further action upon the part of either the Trustee or any of the Holders; and (b) subject to the provisions of Section 9.01 Sections 7.01 and 8.08 7.02 of the Base Indenture, the Trustee shall not be deemed to have charged with actual knowledge of any such nonpayment or other event of default unless either (1) written notice thereof shall have been given to a Responsible Officer of the Trustee has actual knowledge by the Company or a Guarantor, as the case may be, by the holder or an agent of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from Indebtedness, by the trustee then acting under the agreement any indenture or instrument, relating to other instrument under which such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and default shall have not been stayed (by appeal or otherwise), vacated, dischargedoccurred, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms Holders of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered not less than 25% in the aggregate, would be a Significant Subsidiary aggregate principal amount of the Company or GuarantorOutstanding Offered Securities.

Additional Events of Default. In addition to the Events of Default set forth in the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture The occurrence at any time with respect to the Senior NotesParty B or, means if applicable, any one Specified Entity of Party B of any of the following events (whatever the reason for such will constitute an additional Event of Default under Section 5(a) with respect to Party B and whether it may such Events of Default shall be voluntary in addition to, and not in limitation of, any other Events of Default or involuntary Termination Events in this Agreement: (A) Failure by Party B or any Specified Entity of Party B to comply with or perform any agreement or obligation to be effected complied with or performed by operation such party in accordance with Part 12 (“Affirmative Covenants”), if such failure is not remedied within 3 Business Days (or, in the case of law Part 12(a)(vi) and Part 12(a)(vii), 5 Business Days) after notice of such failure is given to Party B; (B) Failure by Party B or any Specified Entity of Party B to comply with or perform any agreement or obligation to be complied with or performed by Party B or such Specified Entity in accordance with Part 13 (“Negative Covenants”); (C) At any time the outstanding Aggregate Unpaid Value exceeds the amount of Margin then held or (if Party A is required to establish replacement custodial accounts pursuant to Part 11(f)) controlled by Party A pursuant to any judgment, decree, Master ISDA by $45,000,000 or order of any court or any order, rule, or regulation of any administrative or governmental body): (a) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 of this Supplemental Indenturemore; (bD) A Change of Control shall have occurred; (E) Any money judgment, writ or warrant of attachment or similar process involving in any nonpayment individual case or in the aggregate at maturity or other default under any agreement or instrument relating to any other Indebtedness time an amount in excess of the Company or any lower of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million), and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee shall not be deemed to have knowledge of such nonpayment or other default unless either (1) 5% of Party B’s or any Specified Entity of Party B’s total assets as reflected on its most recent balance sheet (not adequately covered by insurance as to which a Responsible Officer of the Trustee solvent and unaffiliated insurance company has actual knowledge of nonpayment or other default acknowledged coverage) or (2) the Trustee has received written notice thereof from the Company, from $1,000,000 shall be entered or filed against Party B or any Holder, from the holder Specified Entity of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor Party B or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and ordersassets; (d1) At any time after the Guarantee ceases execution and delivery thereof, any Specified Agreement, or any provision thereof, shall cease to be in full force and effect (except as contemplated by the terms of the Indenture) effect, shall be terminated or is shall be declared in a judicial proceeding to be null and void, (2) Party A shall not have or shall cease to have a valid and perfected first-priority lien in any Collateral with a fair market value in excess of $500,000, except as permitted hereunder or under the Guarantor denies ISDA Security Documents (or disaffirms as to which Party A may grant consent from time to time), purported to be covered by the ISDA Security Documents hereunder, or (3) Party B or any Specified Entity of Party B shall repudiate or contest the validity or enforceability of any Specified Agreement or any provision thereof in writing its obligation or deny in writing that it has any further liability under the Guarantee; andany Specified Agreement or any provision thereof to which it is a party; (eG) Events Any time there occurs an “Event of Default Default” or “Termination Event” with respect to MX Energy under, and as defined in the MX Energy Agreement; (H) Any time the Collateral Coverage Ratio is less than 1.25:1.00 when determined in respect of the type months of October through March (inclusive), or is less than 1.4:1.00, when determined for any other month; (I) [Intentionally Omitted]; (J) There is, at any time, a material adverse change (as reasonably determined by Party A) in (A) the financial condition, the results of operations, business, prospects or results of Party B and subject to Party B’s Specified Entities taken as a whole, or (B) the conditions collection rate or aging of accounts receivable for Party B or any Specified Entity of Party B; (K) At any time, (1) the rights of the holders of Class B Common Stock (included in MX Holdings’ Second Amended and Restated Certificate of Incorporation, Bylaws and otherwise set forth in clauses a Specified Agreement) shall have been modified in any manner (viiregardless of whether such modification is written or whether it occurs due to an action or a failure to act) adverse to the holders of Class B Common Stock without the prior written consent of Party A or (2) MX Holdings or any of its Affiliates shall take any action or omit to take any action inconsistent with the continued existence of, or the ability of the holders of Class B Common Stock to exercise, the rights afforded to such holders and referred to in clause (viii1) of Section 8.01(athis Part 1(i)(xi)(K); (L) Xxxx Xxxxx shall cease to be the Chief Executive Officer and President of MX Holdings or Xxxxxx Xxxxxx shall cease to be the Chief Financial Officer of MX Holdings, or either of them shall cease to be involved in the day-to-day management of Party B, MX Energy or MX Canada in substantially the same roles as of the Indenture date hereof and, 60 days following any such person leaving such position, such person is not replaced in respect such position by a person or persons that is/are approved by Party A in writing; (M) [Intentionally Omitted]; (N) Any default, event of default or termination event (or terms of like import) by Party B or any Significant Subsidiary orSpecified Entity of Party B shall occur under any Specified Agreement or any other agreement between any such party and Party A and such default, event of default, termination event or similar event shall not have been fully and completely cured within the grace period provided for in related eventssuch agreement, any group of Subsidiaries or if no grace period is so provided, within three Business Days; (O) An ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect; (P) The terms of the Company Notes, the Indenture, the Old Notes or Guarantor whichthe Old Notes Indenture shall be amended, if considered restated or otherwise modified in a manner that is adverse to Party A; (Q) Principal or interest on the aggregateNotes or the Old Notes shall have been paid or any of such notes have been purchased by Party B or its Specified Entities in whole or in part, would be a Significant Subsidiary of prior to the Company respective due dates, except (with respect to the Notes) as permitted by the Intercreditor Agreement or Guarantor(with respect to the Old Notes) as permitted by this Agreement.

Additional Events of Default. In addition Section 3 of Annex A to the Confirmation is hereby amended as follows: (i) The following Events of Default set forth are added to Section 3 of Annex A: (g) the Defaulting Party fails to establish, maintain, renew, substitute or increase the Performance Assurance in accordance with the terms and provisions hereof and the failure continues for two (2) Business Days after notice from the other party; or (h) the failure in the Indenturepayment when due (whether at maturity, the term “Event by acceleration, or otherwise) of Default,” whenever used any obligation in the Indenture or this Supplemental Indenture respect of borrowed money, in an aggregate amount in excess of $50,000,000 with respect to the Senior NotesCounterparty, means any one of the following events (whatever the reason for such Event of Default and whether it may be voluntary or involuntary or be effected by operation of law or pursuant $50,000,000 with respect to any judgmentCounterparty’s Credit Support Provider, decree$100,000,000 with respect to ENA, or order of any court or any order$100,000,000 with respect to ENA’s Credit Support Provider, rule, or regulation of any administrative or governmental body): (a) and the failure to redeem remedy the Senior Notes when required pursuant failure within any applicable grace period, or the failure by the Defaulting Party or the Defaulting Party’s Credit Support Provider, if any, in the performance of, or the occurrence and continuance of any other event of default (however defined) under, any agreement in which such obligation is created, evidenced, or secured, if such failure or event of default is not remedied within any applicable grace period and the effect of such failure or event of default is to the terms and conditions thereof cause such obligation in such an aggregate amount to become, or to pay permit the repurchase price for Senior Notes holder(s) of such obligation (or a trustee or agent on behalf of such holder(s)) to be repurchased in accordance with Section 3.2 of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness of the Company or any of its Restricted Subsidiaries (the unpaid principal amount of which is not less than $100.0 million)declare such obligation, and, in any such case, such default (i) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at expressed maturity; or (i) if a Guaranty is required to support such party's obligations under the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the IndentureConfirmation, the Trustee Guaranty shall not expire or be deemed terminated or the Credit Support Provider thereunder shall fail to have knowledge of such nonpayment comply with or other default unless either (1) a Responsible Officer of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee perform under the agreement or instrument, relating to such Indebtedness;Guaranty." (cii) the entry Section 3(d) of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;Annex A is amended to read as follows: (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default of the type and subject institution with respect to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company Defaulting Party or Guarantor whichits Credit Support Provider, if considered in any, of a bankruptcy, reorganization, moratorium, liquidation or similar insolvency proceeding or other relief under any bankruptcy or insolvency law affecting creditors’ rights or a petition is presented or instituted for its winding-up or liquidation (and, if the aggregatea proceeding is instituted against it, would be a Significant Subsidiary of the Company or Guarantorit remains undismissed for 30 days)."

Additional Events of Default. In addition to the Events of Default set forth in Section 8.01 of the Indenture, the term “Event of Default,” whenever used in the Indenture or this Supplemental Indenture with respect to the Senior Notes, means any one of the following events (whatever the reason for such Event of Default event, and whether it may shall be voluntary or involuntary or be effected affected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body):Governmental Authority) shall constitute an “Event of Default” hereunder: (a) the failure aggregate Outstanding Obligations of all Series then Outstanding on any Payment Date (after giving effect to redeem all principal payments to be paid on such Payment Date) exceeds the Senior Notes when required pursuant Borrowing Base, and such condition continues for a period of 60 days; provided, however, that only a ten day (rather than a 60 day) cure period shall apply if the Outstanding Obligations of all Series then Outstanding exceeds the Borrowing Base due to the terms and conditions thereof failure of a Seller to repurchase or to pay the repurchase price for Senior Notes to be repurchased substitute Transferred Assets in accordance with Section 3.2 the provisions of this Supplemental Indenturethe related Transfer Agreement; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness as of the Company or last day of any of its Restricted Subsidiaries (calendar month, the unpaid principal amount of which is not Interpool Fleet Utilization shall be less than $100.0 million), and, in any 60%; provided that such case, such default (i) continues beyond any period Event of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, the Trustee Default shall not thereafter be deemed to have knowledge of be automatically cured to the extent such nonpayment or other default unless either (1) a Responsible Officer Interpool Fleet Utilization percentage is greater than 60% as of the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder end of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness;subsequent month; and (c) the entry Issuer shall fail to comply with the requirements of one Section 4.05, 4.06 or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders;4.07 hereof. (d) The Issuer shall not have transferred all 2007-B Contracts, the Guarantee ceases related Contract Files and all other documentation with respect to be the 2007-B Equipment to a third-party custodian (i) which is acceptable to the Administrative Agent, (ii) which satisfies the requirements contained in full force Article III of the 2007-B SUBI Supplement, (iii) who has become a party to the Relevant Documents as “Custodian” and effect (except as contemplated iv) which is not an Affiliate of Interpool, Inc. by the terms earlier of (A) the six-month anniversary of the IndentureClosing Date or (B) the date that is 30 days after the occurrence of any Servicer Default, Amortization Event or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation Event of Default under the Guarantee; and (e) Events of Default of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or GuarantorRelevant Documents.

Additional Events of Default. In addition to the those Events of Default set forth in Section 5.1 of the Original Indenture, the term “Event following events shall also be Events of Default,” whenever used Default with respect to the Securities: (a) failure by the Company to comply with its obligation to convert the Securities in accordance with this First Supplemental Indenture upon exercise of a Holder’s conversion right and such failure continues for a period of 10 days; (b) failure by the Company to give a Company Notice of the occurrence of a Fundamental Change to Holders pursuant to Section 8.01 or notice of a specified corporate transaction (as described in Section 9.01(a)(iv)) to Holders, in each case when due; (c) except as permitted by Section 10.02, any Securities Guarantee of any 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 which is a Significant Subsidiary, or any person acting on its behalf, shall deny or disaffirm its obligation under the Securities Guarantee; (d) failure by the Company for a period of 60 days after written notice from the Trustee or Holders of at least 25% in principal amount of Securities then outstanding has been received to comply with any obligation, covenant or agreement in the Indenture or this Supplemental Indenture under the Securities or the Security Documents (or 180 days after such notice with respect to any failure to comply with Section 12.01 hereof) (other than those referred to in clauses (a), (b), (c), (e), (f) and (g) of this Section 5.01); (e) default by the Senior Notes, means Company or any one Subsidiary in the payment of the following events principal or interest on any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $15,000,000 in the aggregate of the Company and/or any such Subsidiary, whether such indebtedness now exists or shall hereafter be created, resulting in such indebtedness becoming or being declared due and payable, and such acceleration shall not have been rescinded or annulled within 30 days after written notice of such acceleration has been received by the Company or such Subsidiary from the Trustee (or by the Company and the Trustee from Holders of at least 25% in principal amount of outstanding Securities); (f) a final judgment or decree for the payment of $15,000,000 or more rendered against the Company or any Subsidiary, which judgment is not fully covered by insurance or not discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired if no such appeal has commenced or (ii) the date on which all rights to appeal have been extinguished; and (g) (i) the Company or any Guarantor repudiates or disaffirms its obligations under any of the Security Documents or a determination is made in a judicial proceeding that any of the Security Documents is unenforceable or invalid against the Company or any Guarantor for any reason with respect to any material portion of the Collateral, or (ii) any Security Document shall cease to be in full force and effect in all material respects (other than in accordance with the terms of the applicable Security Document, the Intercreditor Agreement or this First Supplemented Indenture), or cease to be effective to grant the Collateral Agent a perfected Lien on any material portion of the Collateral (but only to the extent the applicable Security Documents contemplated perfection and except as a result of the Collateral Agent’s failure to file any necessary continuation statements or the Collateral Agent’s or the Credit Facilities Collateral Agent’s failure to maintain possession of any stock certificates, notes or other instruments or possessory collateral delivered to it) with the priority purported to be created hereby (other than in accordance with the terms of the applicable Security Document, the Intercreditor Agreement or this First Supplemental Indenture). The foregoing will constitute Events of Default whatever the reason for any such Event of Default and whether it may be is voluntary or involuntary or be is effected by operation of law or pursuant to any judgment, decree, decree or order of any court or any order, rule, rule or regulation of any administrative or governmental body): . Notwithstanding the foregoing, a Default under clauses (ad) the failure to redeem the Senior Notes when required pursuant to the terms and conditions thereof or to pay the repurchase price for Senior Notes to be repurchased in accordance with Section 3.2 (e) of this Supplemental Indenture; (b) any nonpayment at maturity or other default under any agreement or instrument relating to any other Indebtedness Section 5.01 will not constitute an Event of Default until the Trustee notifies the Company (or any the Holders of its Restricted Subsidiaries (the unpaid 25% or more in principal amount of which is not less than $100.0 million), and, in any such case, such default (ithe outstanding Securities notify the Company and the Trustee) continues beyond any period of grace provided with respect thereto and (ii) results in such Indebtedness becoming due prior to its stated maturity or occurs at the final maturity of such Indebtedness; provided, however, that, subject to the provisions of Section 9.01 and 8.08 of the Indenture, Default in writing and the Trustee shall Company does not be deemed to have knowledge of cure such nonpayment or other default unless either (1) a Responsible Officer of Default within the Trustee has actual knowledge of nonpayment or other default or (2) the Trustee has received written notice thereof from the Company, from any Holder, from the holder of any such Indebtedness or from the trustee under the agreement or instrument, relating to such Indebtedness; (c) the entry of one or more final judgments or orders for the payment of money against the Company, the Guarantor or any of their respective Restricted Subsidiaries, which judgments and orders create a liability of $100.0 million or more time specified in excess of insured amounts and have not been stayed (by appeal or otherwise), vacated, discharged, or otherwise satisfied within 60 calendar days of the entry of such judgments and orders; clauses (d) the Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture) or is declared in a judicial proceeding to be null and void, or the Guarantor denies or disaffirms in writing its obligation under the Guarantee; and (e) Events of Default this Section 5.01 after receipt of the type and subject to the conditions set forth in clauses (vii) and (viii) of Section 8.01(a) of the Indenture in respect of any Significant Subsidiary or, in related events, any group of Subsidiaries of the Company or Guarantor which, if considered in the aggregate, would be a Significant Subsidiary of the Company or Guarantorsuch notice.