Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Events of Default include (1) the Company fails to pay when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or security.

Defaults and Remedies. Events An Event of Default include (1) with respect to the Company fails to pay when due Notes occurs upon the principal occurrence of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) following events: the Company fails to pay an installment default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Company or any of the Notes that continues Restricted Subsidiaries for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 60 days after written notice from the Trustee or Holders of default is given not less than 25% of the aggregate principal amount of the then outstanding Notes (including Additional Notes, if any) to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Agent Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $200.0 million or more at any time; the failure by the Company and the Agent by the Holder or any Restricted Subsidiary to pay final judgments aggregating in excess of such Note; (4) the Company fails to perform $200.0 million, which judgments remain unpaid, undischarged or observe any other term, covenant or agreement contained in the Notes unstayed for a period of 60 (Sixty) days after written notice days; certain events of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent bankruptcy or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Restricted Subsidiary that is a Significant Subsidiary Subsidiary; or except as permitted by the Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and (6) the Company’s filing ofeffect, or the Company or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment Restricted Subsidiary or any Person acting on behalf of debts the Company or for any other relief Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the federal bankruptcy code. If case of an Event of Default (arising from certain events of bankruptcy or insolvency, with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this NoteSubject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has actual knowledge under the Indenture unless the default has been cured or waived. The Trustee may withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest on the Notes. The Agent may refuse Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders unless such Holders have offered the Trustee indemnity or security reasonably acceptable to it against any cost, liability or expense incurred in compliance with such request. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any other remedy thereunder, unless: such Holder has previously given written notice to the Trustee of a continuing Event of Default; Holders of at least 25% in aggregate principal amount of the then outstanding Notes unless shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee under the Indenture; such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to it receives reasonable indemnity against any costs, expenses and liabilities to be incurred in compliance with such request; the Trustee does not comply with such request within 60 days after its receipt of such request and offer of security or securityindemnity; and during such 60 day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. Events Each of Default include the following is an “Event of Default”: (1) the Company fails to pay default in any payment of principal on any Security when due the principal of any of the Notes (at Stated Maturity, upon redemption or otherwise; ), continues for 15 days; (2) default in the Company fails to pay an installment payment of interest (if any) and Additional Amounts (if any) on any of the Notes that Security when due, continues for 30 (Thirty) days after the date when due; days; (3) the Company fails Company’s failure to deliver shares of Common Stock, together comply with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement obligation contained in the Notes Indenture (other than a covenant default in whose performance or whose breach is elsewhere in Section 5.01 of the Indenture specifically dealt with), and continuance of such default or breach for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have there has been given to the Company by the Agent Trustee written notice, as provided in accordance with Section 1.05 of the Indenture, specifying such default or breach and requiring it to be remedied; (4) the Company’s failure, or the failure of any Material Subsidiary, (a) to pay the principal of any indebtedness for borrowed money, including obligations evidenced by any mortgage, indenture, bond, debenture, note, guarantee or other similar instruments on the scheduled or original date due (following the giving of such notice, if any, as required under the document governing such indebtedness and as extended by any applicable cure period) or (b) to observe or perform any agreement or condition relating to such indebtedness such that such indebtedness has come due prior to its Stated Maturity and such acceleration has not been cured, unless (in the case of clauses (a) and (b)) (i) the aggregate amount of such indebtedness is less than €100,000,000 or (ii) the question of whether such indebtedness is due has been disputed in good faith by appropriate proceedings and such dispute has not been finally adjudicated against the Company or the Material Subsidiary, as the case may be; (5) if the Company is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of the Company or any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the foregoing events; or (6) if any Material Subsidiary is (or is deemed by law or a court to be) insolvent or bankrupt or presents a request for controlled management (gestion contrôlée) or is granted a moratorium on payments or is unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all or a material part of (or of a particular type of) its debts within the meaning of any applicable law, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or any arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts or a moratorium is agreed or declared in respect of or affecting all or any part of (or of a particular type of) the debts of any such Material Subsidiary or any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the foregoing events (in each case, a “Material Subsidiary Insolvency Event”), provided that no Event of Default under this paragraph (ii) will occur in relation to any such Material Subsidiary Insolvency Event unless (x) the credit rating assigned by any Rating Agency to the long-term, unsecured and unsubordinated indebtedness of the Company within the period of 60 days immediately following such Material Subsidiary Insolvency Event is less than the credit rating assigned by such agency to the long-term, unsecured and unsubordinated indebtedness of the Agent by Company immediately prior to or on the effective date of such Material Subsidiary Insolvency Event and (y) a Rating Agency making a Rating Downgrade publicly announces or confirms that such Rating Downgrade was the result of any event or circumstance comprised in or arising as a result of, or in respect of, such Material Subsidiary Insolvency Event. Upon the occurrence and continuation of any Event of Default, then in every such case the Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding Securities of the affected series may declare the principal amount of the outstanding Securities of that series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), in accordance with Section 1.05 of the Indenture. Upon any such declaration, the Securities of such series shall become due and payable immediately. At any time after such a “Notice declaration of Default”); (5) in the event of bankruptcy, insolvency or reorganization acceleration with respect to outstanding Securities of any series has been made and before a judgment or decree for payment of the Company or any Significant Subsidiary and (6) money due has been obtained by the Company’s filing ofTrustee as hereinafter in this Article provided, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of a majority in principal amount of the outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (a) all overdue interest on all Securities of that series, (b) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and interest thereon at least 50% the rate or rates prescribed therefor in such Securities, (Fifty percentc) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and (d) all sums paid or advanced by the Trustee hereunder and the reasonable and documented compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal and other amounts of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.04 of the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. The Holders of a majority in aggregate principal amount of the Notes at outstanding Securities of any series by notice to the time outstandingTrustee may waive any past default under the Indenture affecting such series, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result except an uncured default in the Notes becoming due and payable immediately upon payment of principal of or interest on such series of Securities or an uncured default relating to a covenant or provision of the occurrence Indenture that cannot be modified or amended without the consent of such Events of Defaulteach affected Holder. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle principal amount of the Notesoutstanding Securities of a series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, in each case with respect to such series and subject to the limitations specified herein. The Agent Subject to Article 6 of the Indenture relating to the Trustee’s duties, the Trustee will be under no obligation to exercise any of its rights and powers under the Indenture unless such Holder has offered an indemnity to its reasonable satisfaction against any loss, costs, expenses and liabilities it may refuse incur. No Holder of Securities of any series will have any right to institute any proceeding with respect to the Indenture or the Securities of the series or for any remedy thereunder, unless: (1) such Holder has previously given written notice to the Trustee at its Corporate Trust Office of a continuing Event of Default under the Securities of the series has occurred; (2) Holders of not less than 25% in aggregate principal amount of the outstanding Securities of the relevant series have made a written request to the Trustee to institute the proceedings in respect of the Event of Default or breach in its own name as Trustee under the Indenture; (3) the Holders of the Securities of the relevant series have offered to the Trustee reasonable indemnity against the cost and other liabilities of instituting a proceeding and provided a written request to the Trustee at its Corporate Trust Office; (4) the Trustee for 60 days thereafter has failed to institute any such proceeding; and (5) during such 60-day period, the Holders of a majority in aggregate principal amount of the outstanding Securities of the relevant series have not given the Trustee a direction that is inconsistent with such written request, it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under the Notes unless it receives reasonable indemnity Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders. Notwithstanding any other provision of the Indenture, the right of any Holder of a Security to receive payment of principal, interest and Additional Amounts, if any, on the Security, on or securityafter the respective due dates expressed in the Security (including in connection with a Change of Control Offer), or to institute a suit for the enforcement of any such payment on or after such respective dates, shall not be impaired without the consent of such Holder.

Defaults and Remedies. Events of Default include include: (1i) the Company fails failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 days; (ii) the failure to pay the principal of on any of the Notes when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwiseotherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase); (2iii) a default in the Company fails to pay an installment observance or performance of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture if the default continues for a period of 60 days (Sixtyor 180 days in the case of the covenant described under Section 4.03 of the Indenture) days after the Company receives written notice of specifying the default (and demanding that such failure, requiring default be remedied) from the Company to remedy the same, shall have been given to the Company by the Agent Trustee or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate of the then-outstanding principal amount of the Notes then outstanding (except in the case of a “Notice default with respect to Section 5.01 of Default”the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (5iv) in the event failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of bankruptcy, insolvency or reorganization with respect to any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (6vii) with respect to any Collateral having a fair market value in excess of $50 million, individually or in the aggregate, unless such Collateral has been released from the Liens in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the Company’s filing ofsecurity interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail to be in full force and effect, for any reason, and such failure should continue for 60 days or (y) the assertion by the Company or any Significant Subsidiaries’ filing ofGuarantor, a voluntary petition seeking liquidationin any pleading in any court of competent jurisdiction, reorganization arrangement, readjustment of debts that any security interest with respect to such Collateral under any Security Documents or for any other relief under the federal bankruptcy codeIntercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (5vi) or (6) of this paragraph 12above with respect to the Company) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then-outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy with respect to the Company or (6) any of this paragraph 12 its Significant Subsidiaries, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture, the Security Documents, the Intercreditor Agreement or the Notes except with as provided in the approval Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principle principal amount of the Notes then-outstanding, by notice to the Trustee, may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include with respect to the Notes include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, with respect to the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturitymaturity, upon redemption or otherwise) of the principal on the Notes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); (2iii) failure by the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture (except (i) in the case of a “Notice default with respect to Section 5.01 of Default”the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture); (5iv) in the event failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of bankruptcy, insolvency or reorganization with respect to any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $500.0 million or more at any time; (v) the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and (6) the Company’s filing of, order or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or decree remains unstayed and in effect for any other relief under the federal bankruptcy code60 consecutive days. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) with respect to outstanding Notes occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediately. An by notice in writing to the Company and the Trustee specifying the respective Event of Default under clause and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency specified in clauses (5v) or (6vi) of this paragraph 12 will result in the second preceding paragraph above occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes becoming will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, or Liquidated Damages, if any, with respect to the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturityfixed maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (2iii) the Company fails to pay an installment of interest on failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Notes that continues Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners for 30 (Thirty) 90 days after notice to comply with Section 4.03 of the date when dueIndenture; (3v) the Company fails to deliver shares failure by Targa Resources or any of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues its Restricted Subsidiaries for 10 60 days after written notice to comply with any of the other agreements in the Indenture; (vi) default is given under certain other agreements relating to Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries, which default results in the Company by the Agent or to the Company and the Agent by the Holder acceleration of such NoteIndebtedness prior to its express maturity; (4vii) certain final judgments for the Company fails to perform or observe any other term, covenant or agreement contained in the Notes payment of money that remain undischarged for a period of 60 days; (Sixtyviii) days after written notice certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Agent Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Company and the Agent by Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) insolvency, with respect to Finance Corp., Targa Resources Partners or any Restricted Subsidiary of this paragraph 12 Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium or Liquidated Damages, if any. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Agent may refuse Issuers and the Guarantors are required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (1a) a Default in any payment of interest on any Note of such series when the Company fails to pay when same becomes due and payable occurs, and such default continues for a period of 30 days; (b) a Default in the payment of the principal of or premium, if any, on any Note of such series when the Notes same becomes due and payable at its Stated MaturityMaturity occurs, upon optional redemption or otherwise; (2c) the Company or any guarantor fails to pay an installment of interest on comply with any of its agreements in the Notes that continues for 30 Notes, the Indenture or any guarantee of the Notes, as applicable (Thirtyother than those referred to in (a) days after the date when due; or (3b) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note above) and such failure continues for 10 90 days after the notice specified below; (d) any guarantee with respect to the Notes ceases for any reason to be, or is asserted by the Company or the guarantor not to be, in full force and effect and enforceable in accordance with its terms except to the extent contemplated by this Indenture and any such guarantee of the Notes; and (e) certain events of bankruptcy or insolvency involving the Company or any guarantor. A Default with respect to Notes of a series under clause (c) above is not an Event of Default until the Trustee (by written notice of default is given to the Company Company) or the Holders of at least 25% in aggregate principal amount of the outstanding Notes of such series (by the Agent or written notice to the Company and the Agent by Trustee) gives notice of the Holder Default and the Company does not cure such Default within the time specified in said clause (c) after receipt of such Note; (4) notice. Such notice must specify the Company fails Default, demand that it be remedied and state that such notice is a “Notice of Default”. If an Event of Default occurs and is continuing with respect to perform Notes of this series, the Trustee or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, series may declare all the Notes of this series to be due and payable immediately. An Event Certain events of bankruptcy or insolvency involving the Company are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming of this series being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the NotesNotes of this series may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it in good faith determines that withholding notice is not opposed to enforce the Notes unless it receives reasonable indemnity or securitytheir interest.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, or Liquidated Damages, if any, with respect to the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturitystated maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes; (2iii) the Company fails to pay an installment of interest on failure by Targa Resources Partners or any of its Restricted Subsidiaries to timely consummate repurchase offers under Section 4.10 or 4.15 of the Notes that continues Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners for 30 (Thirty) 90 days after notice to comply with Section 4.03 of the date when dueIndenture; (3v) the Company fails to deliver shares failure by Targa Resources or any of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues its Restricted Subsidiaries for 10 60 days after written notice to comply with any of the other agreements in the Indenture; (vi) default is given under certain other agreements relating to Indebtedness of Targa Resources Partners or any of its Restricted Subsidiaries, which default results in the Company by the Agent or to the Company and the Agent by the Holder acceleration of such NoteIndebtedness prior to its express maturity; (4vii) certain final judgments for the Company fails to perform or observe any other term, covenant or agreement contained in the Notes payment of money that remain undischarged for a period of 60 days; (Sixtyviii) days after written notice certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company Issuers or any of Targa Resources Partners’ Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (ix) except as permitted by the Agent Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor’s Note Guarantee. If any Event of Default occurs and is continuing, the Company and the Agent by Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) insolvency, with respect to Finance Corp., Targa Resources Partners or any Restricted Subsidiary of this paragraph 12 Targa Resources Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal, interest or premium or Liquidated Damages, if any. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium or Liquidated Damages, if any, on, or the principal of, the Notes. The Agent may refuse Issuers and the Guarantors are required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Issuers and the Guarantors are required, upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest or Special Interest, if any, on any of the Notes that continues Notes; (ii) default in the payment when due of the principal of or premium, if any, on any of the Notes, (iii) failure by the Company or any of its Subsidiaries to comply with Section 3.09, 4.10, 4.15 or 4.19 of the Indenture; (iv) failure by the Company or any of its Subsidiaries to observe or perform any other agreement in the Indenture or the Security Documents for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding voting as a single class; (v) default under certain other agreements relating to Indebtedness of the Company and its Subsidiaries which default is caused by the failure to pay principal of, or interest or premium, if any, on, such Indebtedness, or results in the acceleration of such Indebtedness prior to its express maturity; (vi) final judgments for the payment of money that remain undischarged for a “Notice period of Default”60 days, provided the aggregate amount of such judgments exceeds $25.0 million (excluding those covered by insurance); (5vii) the repudiation of the Security Documents by the Company or a Guarantor or the unenforceability of the Security Documents under certain circumstances; (viii) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee; (ix) the event breach by any Person (other than the Company and its Subsidiaries) of bankruptcyits obligations under, or the termination or failure to be in full force of, a Major Project Document, unless such breach when taken together with all other such breaches would not be materially adverse to the Company and its Subsidiaries taken as a whole; and (x) certain events of bankruptcy or insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any of its Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) of this paragraph 12 insolvency, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture and the Collateral Trust Agreement. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except with a Default or Event of Default relating to the approval payment of principal, interest or premium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principle principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, or premium, if any, or interest or Special Interest, if any, on, the Notes. The Agent may refuse Issuers are required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes, (iii) failure by the Company to purchase the Notes when required pursuant to Section 4.10 or 4.15 of the Indenture or otherwise as required pursuant to the Indenture or Notes; (iv) failure by the Company or any of the Notes that continues its Restricted Subsidiaries for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice from the Trustee or the holders of at least 25% in outstanding aggregate principal amount of the Notes to comply with any of the other agreements in the Indenture, the Notes or the Security Documents; (v) default is given under certain other agreements relating to Indebtedness of the Company by which default results in the Agent or to the Company and the Agent by the Holder acceleration of such NoteIndebtedness prior to its express maturity; (4vi) certain final judgments for the Company fails to perform or observe any other term, covenant or agreement contained in the Notes payment of money that remain undischarged for a period of 60 30 days; (Sixtyvii) days after written notice certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that would constitute a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (viii) the repudiation by the Agent Company or any of its Restricted Subsidiaries or the unenforceability of the Security Documents if such breach, repudiation or unenforceability relates to Collateral having an aggregate Fair Market Value of $50.0 million or more and (ix) except as permitted by the Company Indenture, any Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Guarantee. If any Event of Default occurs and is continuing, the Agent by Trustee or the Holders of at least 5025% (Fifty percent) in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding Notes is in their interest, except a Default or Event of Default relating to the payment of principal or interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect by notice to the Company Trustee may on behalf of the Holders of all of the Notes waive any existing Default or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an and its consequences under the Indenture except a continuing Default or Event of Default specified in clause (5) or (6) the payment of this paragraph 12) occurs and is continuing, the Agentinterest on, or the Holders principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An any Default or Event of Default under clause clauses (53) or through (68) of the Section 6.01(a) of this paragraph 12 will result in the Notes becoming due and payable immediately upon Indenture, to deliver to the occurrence of Trustee a statement specifying such Events Default or Event of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or security.

Defaults and Remedies. Events of Default include include: (1i) failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the Company fails failure to pay when due the principal of on any of the Notes Notes, when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwise; , (2iii) the Company fails to pay an installment of interest on any failure of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails or any Guarantor to deliver shares of Common Stock, together comply with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture, which default continues for a period of 60 (Sixty) 90 days after the Company receives a written notice specifying the default (or 120 days after such a notice in the event of a Default under Section 4.03 of the Indenture) (and demanding that such failure, requiring default be remedied) from the Company to remedy the same, shall have been given to the Company by the Agent Trustee or to the Company and the Agent by the Holders of at least 5025% of the outstanding principal amount of the Notes (Fifty percentincluding any Additional Notes subsequently issued under this Indenture) (except in the case of a default with respect to Section 5.01, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) default under any agreement governing indebtedness of the Company or any of its Significant Subsidiaries, if that Default (A) is caused by a failure at to pay at final maturity the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions of time for payment of such indebtedness; or (B) results in the acceleration of the final stated maturity of any such indebtedness prior to its express maturity, and in each case, the aggregate principal amount of such indebtedness unpaid or accelerated aggregates $100.0 million or more and has not been discharged in full or such acceleration has not been rescinded or annulled within 30 days of such final maturity or acceleration; (v) certain events of bankruptcy affecting the Company or (vi) the failure of any Note Guarantee by any Significant Subsidiary to be in full force and effect (other than in accordance with the terms of such Note Guarantee and the Indenture) or any of the Guarantors denies its liability under its Note Guarantee and such Default continues for 10 days. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding (a “Notice Notes may direct the time, method and place of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect conducting any proceeding for exercising any remedy available to the Company Trustee or exercising any Significant Subsidiary and (6) trust or power conferred on it. The Trustee may withhold from Holders of the Company’s filing of, Notes notice of any continuing Default or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an except a Default or Event of Default specified relating to the payment of principal, premium, if any, interest or Special Interest, if any,) if it determines that withholding notice is in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the their interest. The Holders of at least 50% (Fifty percent) a majority in aggregate principal amount of the then outstanding Notes at by written notice to the time outstandingTrustee may, may declare on behalf of all the Notes to be due and payable immediately. An Holders of Notes, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under clause (5) the Indenture except a continuing Default or (6) Event of this paragraph 12 will result Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on, the Notes becoming due (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and payable immediately the Company is required, upon the occurrence obtaining knowledge of such Events any Default or Event of Default. Holders may not enforce this Note, except with to deliver to the approval Trustee a statement specifying such Default or Event of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityDefault.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) the Company fails to pay default for 30 days in payment of interest when due on the Securities; (ii) default in payment of principal of any on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the Notes at Stated MaturitySecurities, upon redemption declaration or otherwise; (2iii) the failure by the Company fails to pay an installment comply with its obligations under Article IV of interest on the Indenture, (iv) failure by the Company ---------- to comply for 30 days after notice with any of its obligations under the Notes that continues covenants described under Section 3.9 of the Indenture or under other covenants ----------- specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company to comply for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together notice with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any its other term, covenant or agreement agreements contained in the Notes for Indenture, (vi) Indebtedness of the Company or any Restricted Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a period of 60 (Sixty) days after written notice default and the total amount of such failureIndebtedness unpaid or accelerated exceeds $10 million (the "cross acceleration provision"), requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentvii) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company or a Significant Subsidiary (the "bankruptcy provisions"), (viii) any judgment or decree for the payment of money in excess of $5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain undischarged or unstayed for a period of 60 days after such judgment becomes final and non-appealable (6the "judgment default provision") or (ix) any Note Guarantee ceases to be in full force and effect (except as contemplated by the Company’s filing of, terms of the Indenture) or any Significant Subsidiaries’ filing ofGuarantor denies or disaffirms its obligations under the Indenture or its Note Guarantee. However, a voluntary petition seeking liquidation, reorganization arrangement, readjustment default under clauses (iv) and (v) will not constitute an Event of debts Default until the Trustee or for any other relief under the federal bankruptcy codeholders of more than 25% in principal amount of the outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, Securities may declare all the Notes Securities to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce this Note, the Indenture or the Securities except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Notes Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Events of Default include include: (1i) the Company fails to pay defaults for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the principal of any Notes whether or not prohibited by the subordination provisions of the Notes Indenture; (ii) the Company defaults in the payment when due (at Stated Maturitymaturity, upon redemption or otherwise; ) of the principal of, or premium, if any, on the Notes (including, but not limited to, amounts due in connection with Mandatory Redemption), whether or not prohibited by the subordination provisions of the Indenture, (iii) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.10 (other than the requirement that the resolution of the Board of Directors pursuant to clause (2) the Company fails to pay an installment of interest on any of the Notes that continues for 30 first paragraph of Section 4.10 be set forth in an Officers' Certificate delivered to the Trustee, with respect to which the Event of Default described in clause (Thirty5) days after of the date when dueparagraph will apply), 4.15 or 5.01 of the Indenture; (3iv) the Company or any of its Subsidiaries fails to deliver shares comply with the provisions of Common Stock, together with cash in lieu Section 4.07 or 4.09 of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and the Indenture such failure continues for 10 30 days; (v) the Company or any of its Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (voting as a “Notice of Default”)single class; (5vi) default under certain other agreements relating to Indebtedness of the Company which default results in the event acceleration of bankruptcy, such Indebtedness prior to its express maturity; (vii) certain final judgments against the Company or any Restricted Subsidiary for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency or reorganization with respect to the Company Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and (6ix) except as permitted by the Company’s filing ofIndenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts Guarantor or for any other relief Person acting on its behalf shall deny or disaffirm its obligations under the federal bankruptcy codesuch Guarantor's Subsidiary Guarantee. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) of this paragraph 12 insolvency, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except with a Default or Event of Default relating to the approval payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principle principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes; provided, however, that at any time after a declaration of acceleration under the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may rescind such declaration and its consequences given certain circumstances as provided in the Indenture. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include include: (1i) the Company fails failure to pay interest or Additional Interest, if any, on any Notes when the same becomes due and payable if the default continues for a period of 30 days (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal of on any of the Notes when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwiseotherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase) (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (2iii) a default in the Company fails to pay an installment observance or performance of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture if the default continues for a period of 60 days (Sixtyor 180 days in the case of the covenant described under Section 4.03 of the Indenture) days after the Company receives written notice of specifying the default (and demanding that such failure, requiring default be remedied) from the Company to remedy the same, shall have been given to the Company by the Agent Trustee or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate of the outstanding principal amount of the Notes then outstanding (except in the case of a “Notice default with respect to Section 5.01 of Default”the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (5iv) in the event failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of bankruptcy, insolvency or reorganization with respect to any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; and (6vi) certain events of bankruptcy affecting the Company’s filing of, Company or any of its Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5vi) or (6) of this paragraph 12above with respect to the Company) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then-outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy with respect to the Company or (6) any of this paragraph 12 its Significant Subsidiaries, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture and the Trust Indenture Act. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except with a Default or Event of Default relating to the approval payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principle principal amount of the Notes then outstanding, by notice to the Trustee, may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest (including Additional Interest, if any) on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of the following constitutes an Event of Default include with respect to the Notes: (1i) default in the Company fails to pay payment of any installment of interest upon the Notes as and when due and payable, and continuance of such default for a period of 30 days; (ii) default in the payment of all or any part of the principal of on any of the Notes as and when the same shall become due and payable either at Stated Maturity, upon redemption any redemption, by declaration or otherwise; (2iii) default in the Company fails to pay an installment performance, or breach, of interest on any covenant or agreement of the Issuer or the Guarantor in respect of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of other than a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in respect of the Notes a default in the Notes performance of which or the breach of which is elsewhere in this Section is specifically dealt with) and continuance of such default or breach for a period of 60 days (Sixtyor 180 days in the case of a Reporting Failure) days after written notice of such failure, requiring the Company to remedy the same, shall have there has been given to the Company Issuer and the Guarantor by the Agent Trustee or to the Company Issuer, the Guarantor and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (Outstanding 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; (5iv) in the event certain events of bankruptcy, insolvency or reorganization with respect to the Company Issuer or, if and so long as the Notes are guaranteed by a Guarantor, such Guarantor; (v) any Guarantee ceasing to be in full force and effect (except as otherwise provided in the Indenture), being declared in any judicial proceeding to be null and void, or being denied or disaffirmed by the applicable Guarantor; and (vi) either (1) default in the payment of any Indebtedness of the Issuer, the Guarantor or any Significant Subsidiary and of the Issuer after the expiration of any applicable grace period after final maturity or (62) the Company’s filing ofacceleration of Indebtedness of the Issuer, the Guarantor or any Significant Subsidiaries’ filing ofSubsidiary of the Issuer by the holders thereof because of a default and, a voluntary petition seeking liquidationin either case, reorganization arrangementthe total amount of the Indebtedness unpaid or accelerated exceeds $50 million; provided, readjustment however, that the occurrence of debts or for any other relief under of the federal bankruptcy code. If events described in clause (iii) above shall not constitute an Event of Default (if such occurrence is the result of changes in generally accepted accounting principles as recognized by the American Institute of Certified Public Accountants at the date as of which this Indenture is executed and a certificate to such effect is delivered to the Trustee by the Issuer’s independent public accountants. If any Event of Default, other than an Event of Default specified one described in clause (5iv) or (6) of this paragraph 12) above, occurs and is continuing, then, unless the Agentprincipal of and accrued and unpaid interest on all the Notes shall have already become due and payable, either the Trustee or the Holders of at least 5025% in aggregate principal amount of the then Outstanding Notes may declare the principal of and interest on all the Notes to be due and payable. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, then in each and every such case, unless the principal of and accrued and unpaid interest on all the Notes shall have already become due and payable, the principal of and interest on all the Notes shall become due and payable immediately, without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default (Fifty percentexcept a Default relating to the payment of principal, premium, if any, or interest) if the Trustee determines in good faith that withholding notice is in the Holders’ interests. The Holders of not less than a majority in aggregate principal amount of the Notes at then Outstanding by notice to the time outstanding, Trustee may declare on behalf of the Holders of all of the Notes to be due and payable immediately. An waive any past Default or Event of Default and its consequences under clause (5) the Indenture except a Default or (6) Event of this paragraph 12 will result Default in the payment of interest on, the principal of, or premium, if any, on, the Notes becoming due or an Event of Default relating to a provision of the Indenture that cannot be amended without the consent of each Holder affected thereby. The Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and payable immediately upon the Partnership is required within 30 days after the occurrence of any Default or Event of Default to deliver to the Trustee a statement specifying such Events Default or Event of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityDefault and certain additional information.

Defaults and Remedies. Events Any of Default include the following events constitutes an "Event of Default" under the Indenture: (1a) default in the Company fails to pay when due the payment of principal of (or Redemption Price, on) any of Note when the Notes same becomes due and payable at Stated Maturitymaturity, upon acceleration, redemption or otherwise; (2b) default in the Company fails to pay an installment payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) default in the performance or breach of Article Five of the Indenture or the failure to make or consummate an Offer to Purchase in accordance with Section 4.11 or Section 4.12 of the Indenture; (d) default in the performance of or breach of any covenant or agreement of the Company in the Indenture or under the Notes that (other than a default specified in clause (a), (b) or (c) above), and such default or breach continues for a period of 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 consecutive days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding Outstanding: (a “Notice of Default”); (5e) in the event of bankruptcy, insolvency or reorganization there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness exists on the Effective Date or shall hereafter be created, (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 or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (6g) a court having jurisdiction in the Company’s filing of, premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiaries’ filing ofSubsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A) commences a voluntary petition seeking liquidationcase under any applicable bankruptcy, reorganization arrangementinsolvency or other similar law now or hereafter in effect, readjustment or consents to the entry of debts an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any other relief under Significant Subsidiary or (C) effects any general assignment for the federal bankruptcy codebenefit of creditors. If an Event of Default (other than an Event of Default specified Default, as defined in clause (5) or (6) of this paragraph 12) the Indenture, occurs and is continuing, the AgentTrustee may, or and at the direction of the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstandingthen Outstanding shall, may declare all the Notes to be due and payable immediatelypayable. An Event of Default under clause (5) If a bankruptcy or (6) of this paragraph 12 will result in insolvency default with respect to the Company occurs and is continuing, the Notes becoming automatically become due and payable immediately upon the occurrence of such Events of Defaultpayable. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, except with the approval of Holders of at least a majority in aggregate principle principal amount of the Notes. The Agent Notes then Outstanding may refuse to enforce direct the Notes unless it receives reasonable indemnity Trustee in its exercise of any trust or securitypower.

Defaults and Remedies. Events of Default include with respect to the Notes include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, with respect to the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturitymaturity, upon redemption or otherwise) of the principal on the Notes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); (2iii) failure by the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture (except (i) in the case of a “Notice default with respect to Section 5.01 of Default”the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture); (5iv) in the event failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of bankruptcy, insolvency or reorganization with respect to any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $500.0 million or more at any time; (v) the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and (6) the Company’s filing of, order or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or decree remains unstayed and in effect for any other relief under the federal bankruptcy code60 consecutive days. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) with respect to outstanding Notes occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediately. An by notice in writing to the Company and the Trustee specifying the respective Event of Default under clause (5) or (6) and that it is a “notice of this paragraph 12 will result acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes becoming will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include include: (1) the Company fails failure to pay interest on any Notes when the same becomes due and payable and the principal default continues for a period of any 30 days (whether or not such payment shall be prohibited by the subordination provisions of the Notes at Stated Maturity, upon redemption or otherwiseIndenture); (2) the Company fails failure to pay an installment the principal of interest on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer) (whether or not such payment shall be prohibited by the subordination provisions of the Notes that continues for 30 (Thirty) days after the date when dueIndenture); (3) a default in the Company fails to deliver shares observance or performance of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture which default continues for a period of 60 (Sixty) 45 days after the Company receives written notice of specifying the default (and demanding that such failure, requiring default be remedied) from the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate of the outstanding principal amount of the Notes at (except in the time outstandingcase of a default with respect to Section 5.1 of the Indenture, may declare all the Notes to be due and payable immediately. An which will constitute an Event of Default under clause with such notice requirement but without such passage of time requirement); (54) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (6which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted subsidiary of notice of any such acceleration) of this paragraph 12 will result in if the Notes becoming due and payable immediately upon the occurrence aggregate principal amount of such Events of Default. Holders may not enforce this NoteIndebtedness, except together with the approval of Holders of a majority in aggregate principle principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the Notes. The Agent may refuse 30-day period described above has elapsed), aggregated $25.0 million or more at any time; provided that if such failure to enforce the Notes unless it receives reasonable indemnity or security.pay shall be remedied, waived or

Defaults and Remedies. Events Under the Indenture, an Event of Default include shall occur if: (1) the Company fails shall fail to pay when due the principal principal, or any Redemption Price or any Fundamental Change Purchase Price of any of Security, including any Make Whole Premium, when the Notes same becomes due and payable whether at Stated Maturitythe Final Maturity Date, upon redemption redemption, purchase, acceleration or otherwise; or (2) the Company fails shall fail to pay when due an installment of cash interest (including Contingent Interest and Additional Interest, if any) on any of the Notes that Securities, which default continues for 30 (Thirty) 60 days after the date when due; or (3) the Company fails shall fail to deliver when due all cash and any shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered deliverable upon conversion of a Note and such the Securities, which failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note15 days; or (4) the Company fails shall fail to deliver an Issuer Fundamental Change Notice within the time required to provide such notice as set forth in Section 3.01(b) of the Indenture; or (5) the Company shall fail to perform or observe any other term, covenant or agreement contained in the Notes Securities or the Indenture for a period of 60 (Sixty) days after written notice receipt by the Company of a Notice of Default specifying such failure, requiring ; or (6) a default or defaults under the Company to remedy the same, shall have been given to the Company by the Agent terms of one or to the Company and the Agent by the Holders more instruments evidencing or securing Indebtedness of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If Restricted Subsidiaries having an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate outstanding principal amount of greater than $50,000,000 individually or in the Notes aggregate, which default (a) is caused by a failure to pay at final maturity principal on such Indebtedness within the time outstandingapplicable express grace period, may declare all (b) results in the Notes acceleration of such Indebtedness prior to its express final maturity or (c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness; or (7) a court having jurisdiction in the premises enters (x) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (y) a decree or order adjudging the Company or any of its Significant Subsidiaries a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any of its Significant Subsidiaries or of any 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; or (8) (a) the Company or any of its Significant Subsidiaries commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be due and payable immediately. An Event of Default under clause (5) adjudicated a bankrupt or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or security.insolvent; or

Defaults and Remedies. Events The Indenture provides that an Event of Default include with respect to the Notes occurs when any of the following occurs: (1a) the Company fails to pay when due Issuer defaults in the payment of the principal and premium, if any, of any of the Notes when it becomes due and payable at Stated Maturity, Maturity or upon redemption or otherwise; redemption; (2b) the Company fails to pay an installment Issuer defaults in the payment of interest (including Additional Tax Amounts, if any) on any of the Notes that when it becomes due and payable and such default continues for a period of 30 (Thirty) days after the date when due; ; (3c) the Company Guarantor fails to deliver shares of Common Stockperform its obligations under the Guarantees; (d) except as permitted by the Indenture, together with cash the Guarantees is held in lieu of fractional sharesany final, when such Common Stock or cash in lieu of fractional shares is required non-appealable judicial proceeding to be delivered upon conversion unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of a Note and such failure continues for 10 days after written notice of default is given to the Company by Guarantor, shall deny or disaffirm its obligations under the Agent Guarantees; (e) either the Issuer or to the Company and the Agent by the Holder of such Note; (4) the Company Guarantor fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture and the default continues for a period of 60 (Sixty) days after written notice of such failure, requiring the Company Issuer or the Guarantor, as the case may be, to remedy the same, shall have been given to the Company Issuer or the Guarantor, as the case may be, by the Agent Trustee or to the Company Issuer or the Guarantor, as the case may be, and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Outstanding Notes then (provided that such notice may not be given with respect to any action taken, and reported publicly or to holders of such series of the Notes, more than two years prior to such notice; provided further that the trustee shall have no obligation to determine when or if any holders have been notified of any such action or to track when such two-year period starts or concludes); (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due in respect of any Indebtedness for borrowed money, the aggregate outstanding principal amount of which is an amount in excess of $250,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $250,000,000 because of a “Notice of Default”); (5) default with respect to such Indebtedness, without, in the event case of either (i) or (ii) above, such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled for a period of 30 days after written notice to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes of such series; or (g) the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to of the Company Issuer or any Significant Subsidiary and (6) Guarantor as specified in the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeSupplemental Indenture. If an Event of Default (other than shall occur and be continuing, the principal of all the Notes may be declared due and payable in the manner and with the effect provided in the Supplemental Indenture. Any time period in this Supplemental Indenture, the Base Indenture or the Notes to cure any actual or alleged default or event of default may be extended or stayed by a court of competent jurisdiction. For the avoidance of doubt, failure to achieve one or more Sustainability Performance Targets shall not constitute a Default or an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes with respect to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or security.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest or Additional Interest, if any, on the Notes; (ii) default in payment when due of principal of any of or premium, if any, on the Notes when the same becomes due and payable at Stated Maturitymaturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or 5.01 of the Indenture; (2iv) failure by the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the Indenture, or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company and which default results in the Agent by the Holder acceleration of such NoteIndebtedness prior to its express maturity; (4vi) certain final judgments for the Company fails to perform or observe any other term, covenant or agreement contained payment of money in excess of $10.0 million in the Notes aggregate that remain undischarged for a period of 60 days; (Sixtyvii) days after written notice certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viii) except as permitted by the Agent Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of Default occurs and is continuing, the Company and the Agent by Trustee or the Holders of at least 5025% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (Fifty percentexcept a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect by notice to the Company Trustee may on behalf of the Holders of all of the Notes waive any existing Default or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an and its consequences under the Indenture except a continuing Default or Event of Default specified in clause (5) or (6) the payment of this paragraph 12) occurs interest on, premium and is continuingAdditional Interest, the Agentif any, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstandingof, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include with respect to the Notes include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, with respect to the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturitymaturity, upon redemption or otherwise) of the principal on the Notes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); (2iii) failure by the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture (except (i) in the case of a “Notice default with respect to Section 5.01 of Default”the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the last paragraph of Section 4.03 of the Base Indenture); (5iv) in the event failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of bankruptcy, insolvency or reorganization with respect to any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $500.0 million or more at any time; (v) the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due; or (vi) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and (6) the Company’s filing of, order or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or decree remains unstayed and in effect for any other relief under the federal bankruptcy code60 consecutive days. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) with respect to outstanding Notes occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediately. An by notice in writing to the Company and the Trustee specifying the respective Event of Default under clause (5) or (6) and that it is a “notice of this paragraph 12 will result acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes becoming will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include with respect to the Notes include: (1i) default for 30 days in the Company fails to pay payment when due of interest on the Notes; (ii) default in payment when due of principal of any of or premium, if any, on the Notes when due at Stated Maturity, upon redemption or otherwise, (iii) failure by the Partnership or any Subsidiary Guarantor to comply for 60 days after notice with any of its other covenants or agreements in the Indenture relating to the Notes; (2iv) the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to the Company Issuer or, if and so long as the Notes are guaranteed by a Subsidiary Guarantor, such Subsidiary Guarantor; (v) any Guarantee ceasing to be in full force and effect or held in any Significant Subsidiary judicial proceeding to be null and (6) the Company’s filing ofvoid, or any Significant Subsidiaries’ filing Subsidiary Guarantor denying or disaffirming its obligations under the Indenture or its Guarantee; (vi) default by the Partnership or any of its Subsidiaries in the payment at the Stated Maturity, after the expiration of any applicable grace period, of principal of, premium, if any, or interest on any Debt then outstanding having a voluntary petition seeking liquidationprincipal amount in excess of $50.0 million, reorganization arrangement, readjustment or acceleration of debts any Debt having a principal amount in excess of such amount so that it becomes due and payable prior to its Stated Maturity and such acceleration is not rescinded within 30 days after notice; (vii) a final judgment or order for the payment of money in excess of $50.0 million (net of applicable insurance coverage) having been rendered against the Partnership or any other relief under Subsidiary and such judgment or order continues unsatisfied and unstayed for a period of 30 days and (viii) the federal bankruptcy codefailure of the General Partner to comply with certain separateness provisions of its limited liability company agreement or the amendment or modification of such provisions. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then Outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) of this paragraph 12 will result in the insolvency, all Outstanding Notes becoming shall become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of not less than a majority in aggregate principle principal amount of the then Outstanding Notes may direct the Trustee in its exercise of any trust or power. If and so long as the Trustee in good faith so determines, the Trustee may withhold from Holders of the Notes notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interests. The Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, the principal of, or premium, if any, on, the Notes. The Agent may refuse Partnership is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Partnership is required within 30 days after the occurrence of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and certain additional information.

Defaults and Remedies. Events In the case of Default include (1) the Company fails to pay when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (511) or (612) of this paragraph Section 6.01 of the Indenture, all outstanding Notes will become due and payable immediately in cash without further action or notice, and Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (11) or (12) above, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. If any other Event of Default specified in Section 6.01 of the Indenture occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the outstanding Notes to be due and payable immediately. An Event immediately in cash, and Holders of Default under the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes or the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clause (511) or (612) of this paragraph 12 will result in Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes becoming due if the Company redeemed the Notes at its option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium as of, and payable immediately upon accrued and unpaid interest, if any, to, such time, without prejudice to the occurrence rights of such Events Holders to receive any further accrued and unpaid interest from such date to the date of Defaultpayment. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium (including the Applicable Premium), if any,) if it determines that withholding notice is to their benefit. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium (including the Applicable Premium), if any, on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Under the Indenture, an Event of Default include includes: (1i) the Company fails to pay principal on any Note when due due, whether or not prohibited by the principal of any of subordination provisions in the Notes at Stated Maturity, upon redemption or otherwiseIndenture; (2ii) the Company fails to pay an installment of any interest on any of the Notes that continues for 30 (Thirty) days after the date Note when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and due if such failure continues for 10 days after written notice of default is given to the Company 30 days, whether or not prohibited by the Agent or to subordination provisions of the Company and the Agent by the Holder of such NoteIndenture; (4iii) the Company fails to perform or observe any other term, covenant or agreement contained required of the Company in the Notes Indenture if such failure continues for 60 days after notice is given in accordance with the terms of the Indenture; (iv) the Company fails to pay the purchase price of any Note when due, whether or not prohibited by the subordination provisions of the Indenture; (v) the Company fails to provide timely notice of a period Change in Control if such failure continues for 30 days after a Change in Control; (vi) any Indebtedness for money borrowed by the Company or one of 60 the Company’s Significant Subsidiaries (Sixtyall or substantially all of the outstanding Voting Stock of which are owned, directly or indirectly, by the Company) in an aggregate outstanding principal amount in excess of $10.0 million is not paid at final maturity or upon acceleration and such Indebtedness is not discharged, or such acceleration is not cured or rescinded, within 30 days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) as provided in the event Indenture; and (vii) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event as a result of Default specified in clause (5) certain events of bankruptcy, insolvency or (6) reorganization of this paragraph 12the Company) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be then outstanding due and payable immediately, all as and to the extent provided in the Indenture. An If an Event of Default under clause (5) occurs as a result of certain events of bankruptcy, insolvency or (6) reorganization of this paragraph 12 will result in the Company, the outstanding Notes becoming shall become due and payable immediately upon without further notice, all as and to the occurrence of such Events of Defaultextent provided in the Indenture. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the NotesNotes then outstanding may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company is required to enforce file periodic reports with the Notes unless it receives reasonable indemnity or securityTrustee as to the absence of Default.

Defaults and Remedies. The following events constitute "Events of Default include Default" under the Indenture: (1a) default in the Company fails to pay when due the payment of principal of (or premium, if any, on) any of Note when the Notes same becomes due and payable at Stated Maturitymaturity, upon acceleration, redemption or otherwise; (2b) default in the Company fails to pay an installment payment of interest on any of Note when the Notes that same becomes due and payable, and such default continues for a period of 30 (Thirty) days after the date when duedays; (3c) the Company fails to deliver shares defaults in the performance of Common Stock, together with cash or breaches any other covenant or agreement of the Company in lieu of fractional shares, when such Common Stock the Indenture or cash under the Notes (other than a default specified in lieu of fractional shares is required to be delivered upon conversion of a Note clause (a) or (b) above) and such failure default or breach continues for 10 a period of 30 consecutive days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) or more in aggregate principal amount of the Notes then outstanding (a “Notice of Default”)Notes; (5d) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.11 of the event Indenture; (e) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.12 of bankruptcy, insolvency or reorganization the Indenture; (f) there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (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 or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (g) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against the Company or any of its Significant Subsidiaries to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (6h) a court having jurisdiction in the Company’s filing of, premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiaries’ filing ofSubsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; or (i) the Company or any Significant Subsidiary (A) commences a voluntary petition seeking liquidationcase under any applicable bankruptcy, reorganization arrangementinsolvency or other similar law now or hereafter in effect, readjustment or consents to the entry of debts an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any other relief under Significant Subsidiary or (C) effects any general assignment for the federal bankruptcy codebenefit of creditors. If an Event of Default (other than an Event of Default specified in clause (5h) or (6i) above that occurs with respect to the Company) occurs and is continuing under the Indenture, the Trustee or the Holders of this paragraph 12) at least 25% in aggregate principal amount at maturity of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the Accreted Value of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable. If an Event of Default occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount at maturity of the Notes at the time outstanding, then outstanding may declare all the Notes to be due and payable immediatelypayable. An Event of Default under clause (5) If a bankruptcy or (6) of this paragraph 12 will result in insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the Notes becoming automatically become due and payable immediately upon the occurrence of such Events of Defaultpayable. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, except with the approval of Holders of at least a majority in aggregate principle principal amount at maturity of the Notes. The Agent Notes then outstanding may refuse to enforce direct the Notes unless it receives reasonable indemnity Trustee in its exercise of any trust or securitypower.

Defaults and Remedies. Events Under the Indenture, an Event of Default include shall occur if: (1) the Company fails shall fail to pay when due the principal Principal or any Fundamental Change Purchase Price of any of Security, including any Make Whole Premium, when the Notes same becomes due and payable whether at Stated Maturitythe Final Maturity Date, upon redemption purchase, acceleration or otherwise; or (2) the Company fails shall fail to pay when due an installment of cash interest on any of the Notes that Securities, which default continues for 30 (Thirty) 60 days after the date when due; or (3) the Company fails shall fail to deliver when due all cash and any shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered deliverable upon conversion of a Note and such the Securities, which failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note15 days; or (4) the Company fails shall fail to deliver an Issuer Fundamental Change Notice within the time required to provide such notice as set forth in Section 3.01(b) of the Indenture; or (5) the Company or any Guarantor shall fail to perform or observe any other term, covenant or agreement contained in the Notes Securities or the Indenture for a period of 60 (Sixty) days after written notice receipt by the Company of a Notice of Default specifying such failure, requiring ; or (6) a default or defaults under the Company to remedy the same, shall have been given to the Company by the Agent terms of one or to the Company and the Agent by the Holders more instruments evidencing or securing Indebtedness of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and of the Restricted Subsidiaries having an outstanding principal amount of greater than $50,000,000 individually or in the aggregate, which default (6a) is caused by a failure to pay at final maturity principal on such Indebtedness within the Company’s filing applicable express grace period, (b) results in the acceleration of such Indebtedness prior to its express final maturity or (c) results in the commencement of judicial proceedings to foreclose upon, or to exercise remedies under applicable law or applicable security documents to take ownership of, the assets securing such Indebtedness; or (7) a Guarantee ceases to be in full force and effect or any Significant Subsidiaries’ filing of, is declared to be null and void and unenforceable or a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts Guarantee is found to be invalid or for any other relief a Guarantor denies its liability under the federal bankruptcy code. If an Event of Default its Guarantee or gives notice to that effect (other than by reason of release of the Guarantor in accordance with the terms of the Indenture); or (8) a court having jurisdiction in the premises enters (x) a decree or order for relief in respect of the Company or any of its Significant Subsidiaries in an Event of Default specified in clause (5) involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (6y) a decree or order adjudging the Company or any of this paragraph 12) occurs and is continuing, the Agentits Significant Subsidiaries a bankrupt or insolvent, or the Holders approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of at least 50% (Fifty percent) or in aggregate principal amount respect of the Notes at Company or any of its Significant Subsidiaries under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the time outstandingCompany or any of its Significant Subsidiaries or of any substantial part of its property, may declare all or ordering the Notes 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; or (9) (a) the Company or any of its Significant Subsidiaries commences a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be due and payable immediately. An Event of Default under clause (5) adjudicated a bankrupt or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or security.insolvent; or

Defaults and Remedies. Events The Indenture provides that each of the following events constitutes an Event of Default include with respect to this Note: (1i) on and after the Company fails Issue Date: (A) failure to pay make any payment of principal when due the principal of any of the Notes (whether at Stated Maturitymaturity, upon redemption or otherwise) on the Notes; (2B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the Company fails maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay an installment at the stated maturity (and the expiration of interest any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur): (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required ceases to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to in full force or effect or the Company by the Agent Guarantor denies or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief disaffirms its obligations under the federal bankruptcy codeGuarantee. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs with respect to the Notes shall occur and is be continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, hereof may declare all the Notes to be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) default in the Company fails to pay when due the principal of any payment of the Notes Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Security when the same becomes due and payable at its Stated Maturity, upon redemption redemption, upon acceleration, when due for purchase by the Issuers or otherwise; (2ii) default in payment of any Contingent Cash Interest upon any Security, and such default shall continue for 30 days; (iii) failure by the Issuers to comply with other agreements in the Indenture or the Securities, subject to notice and lapse of time; (iv) (a) failure of the Issuers to make any payment by the end of any applicable grace period after maturity of Indebtedness in an amount (taken together with amounts in (b) below) in excess of $100,000,000, and continuance of such failure or (b) the Company fails to pay acceleration of Indebtedness in an installment of interest on any of the Notes that continues for 30 amount (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, taken together with cash amounts in lieu (a) above) in excess of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion $100,000,000 because of a Note default with respect to such Indebtedness without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of (a) and such failure continues (b) above, for 10 a period of 30 days after written notice of default is given to the Company Issuers by the Agent Trustee or to the Company Issuers and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent Trustee by the Holders of at least 50not less than 25% (Fifty percent) in aggregate principal amount Principal Amount at Maturity of the Notes Securities then outstanding outstanding; however if any such failure or acceleration referred to in (a “Notice a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect Default by reason thereof shall be deemed not to the Company or any Significant Subsidiary and (6) the Company’s filing ofhave occurred, or any (v) certain events of bankruptcy or insolvency affecting the Issuers or their Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs shall have occurred and is be continuing, either the AgentTrustee, or the Holders of at least 50not less than 25% (Fifty percent) in aggregate principal amount Principal Amount at Maturity of the Notes at the time outstanding, Securities then outstanding may declare all the Notes Initial Principal Amount at Maturity, plus any accrued and unpaid Contingent Cash Interest and Contingent Additional Principal through the date of such declaration, if any, to be immediately due and payable immediatelypayable. An Event In case of Default under clause (5) certain events of bankruptcy or (6) insolvency of this paragraph 12 will result in the Notes becoming Issuers, the Initial Principal Amount at Maturity plus accrued and unpaid Contingent Cash Interest and Contingent Additional Principal, if any, shall automatically become immediately due and payable immediately upon the occurrence of such Events of Defaultpayable. Holders Securityholders may not enforce this Notethe Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle amount Principal Amount at Maturity of the NotesSecurities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse to enforce the Notes unless withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it receives reasonable indemnity or securitydetermines that withholding notice is in their interests.

Defaults and Remedies. Events Any of Default include the following events constitutes an “Event of Default” under the Indenture: (1) default in the Company fails to pay when due the payment of principal of (or premium, if any, on) any of Note when the Notes same becomes due and payable at Stated Maturitymaturity, upon acceleration, redemption or otherwise; ; (2) default in the Company fails to pay an installment payment of interest on any of Note when the Notes that same becomes due and payable, and such default continues for a period of 30 (Thirty) days after the date when due; days; (3) the Company fails to deliver shares defaults in the performance of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe breaches any other term, covenant or agreement contained in the Indenture or under the Notes (other than a default specified in clause (a) or (b) above) and such default or breach continues for a period of 60 (Sixty) consecutive days after written notice by the Trustee or the Holders of 25% or more in aggregate principal amount of the Notes; (4) there occurs with respect to any issue or issues of Indebtedness of the Company, any Subsidiary Guarantor or any Significant Subsidiary having an outstanding principal amount of $75.0 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (A) 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 or such acceleration has not been rescinded or annulled within 30 days of such failureacceleration and/or (B) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, requiring waived or extended within 30 days of such payment default; (5) any final judgment or order (not covered by insurance) for the Company payment of money in excess of $75.0 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, any Subsidiary Guarantor or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to remedy the sameexceed $75.0 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall have been given not be in effect; (6) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, any Subsidiary Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Subsidiary Guarantor or any Significant Subsidiary or (C) the winding-up or liquidation of the affairs of the Company, any Subsidiary Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; (7) the Company, any Subsidiary Guarantor or any Significant Subsidiary (A) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the Company entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, any Subsidiary Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, any Subsidiary Guarantor or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors; or (8) any Subsidiary Guarantor repudiates its obligations under its Note Guarantee or, except as permitted by the Agent Indenture, any Note Guarantee is determined to be unenforceable or invalid or shall for any reason cease to be in full force and effect. If an Event of Default, as defined in the Company Indenture, occurs and is continuing, the Agent by Trustee may, and at the direction of the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcyshall, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Event of Default under clause (5) If a bankruptcy or (6) of this paragraph 12 will result in insolvency default with respect to the Company occurs and is continuing, the Notes becoming automatically become due and payable immediately upon the occurrence of such Events of Defaultpayable. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, except with the approval of Holders of at least a majority in aggregate principle principal amount of the Notes. The Agent Notes then outstanding may refuse to enforce direct the Notes unless it receives reasonable indemnity Trustee in its exercise of any trust or securitypower.

Defaults and Remedies. Events The Indenture provides that each of the following events constitutes an Event of Default include with respect to this Note: (1i) on and after the Company fails Issue Date (A) failure to pay make any payment of principal when due the principal of any of the Notes (whether at Stated Maturitymaturity, upon redemption or otherwise) on the Notes; (2B) failure to make any payment of interest when due on the Notes, which failure is not cured within 30 days; (C) failure of the Obligor to observe or perform any of its other covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (D) certain events of bankruptcy, insolvency, or reorganization of the Obligor, PBG or any Restricted Subsidiary of PBG; (E) the Company fails maturity of any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million shall have been accelerated by any holder or holders thereof or any trustee or agent acting on behalf of such holder or holders, in accordance with the provisions of any contract evidencing, providing for the creation of or concerning such Debt or failure to pay an installment at the stated maturity (and the expiration of interest any grace period) any Debt of the Obligor, PBG or any Restricted Subsidiary of PBG having a then outstanding principal amount in excess of $50 million; and (ii) on and after the Guarantee Commencement Date (in the event that the Guarantee Commencement Date shall occur) (A) failure of the Guarantor to observe or perform any of its covenants or warranties under the Indenture for the benefit of the holders of the Notes, which failure is not cured within 90 days after notice is given as specified in the Indenture; (B) certain events of bankruptcy, insolvency, or reorganization of the Guarantor; and (C) the Guarantee of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required ceases to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to in full force or effect or the Company by the Agent Guarantor denies or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief disaffirms its obligations under the federal bankruptcy codeGuarantee. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs with respect to the Notes shall occur and is be continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, hereof may declare all the Notes to be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) the Company fails to pay a default in any payment of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Indenture), continued for 30 days, (ii) a default in the payment of principal of any of the Notes Note when due at its Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; , whether or not such payment is prohibited by Article 13 of the Indenture, (2iii) the failure by the Company fails to pay an installment of interest on any comply with its obligations under Section 801 of the Notes that continues Indenture, (iv) the failure by the Company to comply for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice with any of default is given its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any comply for 60 days after notice with its other term, covenant or agreement agreements contained in the Notes for or the Indentures, (vi) the failure by the Company or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a period of 60 (Sixty) days after written notice default if the total amount of such failureIndebtedness unpaid or accelerated exceeds $20.0 million, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentvii) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company or a Significant Subsidiary, (viii) the rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) in excess of $20.0 million against the Company or a Significant Subsidiary that is not discharged, bonded or insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 90 days following such judgment or decree and is not discharged, waived or stayed or (6ix) the Company’s filing of, failure of any Guarantee of the Notes by a Guarantor made pursuant to Section 1020 of the Indenture to be in full force and effect (except as contemplated by the terms thereof or of the Indenture) or the denial or disaffirmation in writing by any such Guarantor of its obligations under the Indenture or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or such Guarantee if such Default continues for any other relief under the federal bankruptcy code10 days. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 50% (Fifty percent) a majority in aggregate principal amount of the outstanding applicable Notes at the time outstanding, may declare all the such Notes to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce this Note, the Indenture or the Notes except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) the Company fails to pay a default in any payment of interest on any Note when due (whether or not such payment is prohibited by Article 13 of the Indenture), continued for 30 days, (ii) a default in the payment of principal of any of the Notes Note when due at its Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; , whether or not such payment is prohibited by Article 13 of the Indenture, (2iii) the failure by the Company fails to pay an installment of interest on any comply with its obligations under Section 801 of the Notes that continues Indenture, (iv) the failure by the Company to comply for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice with any of default is given its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any comply for 60 days after notice with its other term, covenant or agreement agreements contained in the Notes for or the Indenture, (vi) the failure by the Company or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a period of 60 (Sixty) days after written notice default if the total amount of such failureIndebtedness unpaid or accelerated exceeds $20.0 million, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentvii) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company or a Significant Subsidiary, (viii) the rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) in excess of $20.0 million against the Company or a Significant Subsidiary that is not discharged, bonded or insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 90 days following such judgment or decree and is not discharged, waived or stayed or (6ix) the Company’s filing of, failure of any Guarantee of the Notes by a Guarantor made pursuant to Section 1020 of the Indenture to be in full force and effect (except as contemplated by the terms thereof or of the Indenture) or the denial or disaffirmation in writing by any such Guarantor of its obligations under the Indenture or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or such Guarantee if such Default continues for any other relief under the federal bankruptcy code10 days. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 50% (Fifty percent) a majority in aggregate principal amount of the outstanding applicable Notes at the time outstanding, may declare all the such Notes to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming being due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce this Note, the Indenture or the Notes except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Events of Default include (1i) the Company fails failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal of on any of the Notes Notes, when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwiseotherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (2iii) a default in the Company fails to pay an installment observance or performance of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture which default continues for a period of 60 (Sixty) 30 days after the Company receives written notice of specifying the default (and demanding that such failure, requiring default be remedied) from the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate of the outstanding principal amount of the Notes at (except in the time outstandingcase of a default with respect to the “Merger, may declare all the Notes to be due Consolidation and payable immediately. An Sale of Assets” covenant, which will constitute an Event of Default under clause with such notice requirement but without such passage of time requirement); (5iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $25.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or (6vii) any Guarantee of this paragraph 12 will result a Significant Subsidiary ceases to be in the Notes becoming due full force and payable immediately upon the occurrence effect or is declared to be null and void and unenforceable or is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of such Events release of Default. Holders may not enforce this Note, except a Guarantor in accordance with the approval of Holders of a majority in aggregate principle amount terms of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture).

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest on the Notes; (ii) default in payment when due of principal of any of or premium, if any, on the Notes when the same becomes due and payable at Stated Maturitymaturity, upon redemption (including in connection with an offer to purchase) or otherwise, (iii) failure by the Company to comply with Sections 4.10, 4.15 or 5.01 of the Indenture; (2iv) failure by the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) 60 consecutive days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding voting as a single class to comply with any other agreement in the Indenture; (v) default under certain other agreements relating to Indebtedness of the Company and which default (A) is caused by a Payment Default or (B) results in the Agent by the Holder acceleration of such NoteIndebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $25.0 million or more, provided that any default described in clause (A) or (B) above on the MDP Notes shall not constitute an Event of Default so long as the Company cures such default within 30 days of a final judgment by a court of competent jurisdiction that such default on the MDP Notes exists or that any alleged unpaid principal or interest on the MDP Notes is due and owing, which judgment is not stayed, paid or discharged within such 30 day period; (4vi) certain final judgments for the Company fails to perform or observe any other term, covenant or agreement contained in the Notes payment of money that remain undischarged for a period of 60 days; (Sixtyvii) days after written notice certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that are Significant Subsidiaries; and (ix) except as permitted by the Agent Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Note Guarantee. If any Event of Default occurs and is continuing, the Company and the Agent by Trustee or the Holders of at least 5025% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (Fifty percentexcept a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect by notice to the Company Trustee may on behalf of the Holders of all of the Notes waive any existing Default or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an and its consequences under the Indenture except a continuing Default or Event of Default specified in clause (5) or (6) the payment of this paragraph 12) occurs and is continuing, the Agentinterest on, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstandingof, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a written statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. Events Any of Default include the following events constitutes an "Event of Default" under this Note: (1a) default in the Company fails to pay when due the payment of principal of any of this Note when the Notes same becomes due and payable at Stated Maturitymaturity, upon acceleration, redemption or otherwise; ; (2b) default in the Company fails to pay an installment payment of interest on any this Note when the same becomes due and payable, and such default continues for a period of 30 days; (c) the failure by the Company to make or consummate an Offer to Purchase in accordance with Section 4 or 5 above 30 days after notice of the Notes Holder to the Borrower of such failure; (d) any final judgment or order for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders (not covered by insurance or indemnity provided by a reputable and creditworthy Person, but treating any deductibles, self-insurance or retention, or in the case of indemnity, amounts excluded by baskets, caps, thresholds or similar limitations, as not so covered) shall be rendered against the Company or any subsidiary of the Company, and shall not be paid or discharged, and there shall be any period of 60 consecutive days following entry of the final judgment or order that continues causes the aggregate amount for 30 all such final judgments or orders outstanding and not paid or discharged against the Company or any subsidiary of the Company to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (Thirtye) days after a court having jurisdiction in the date when due; premises enters a decree or order for (3A) relief in respect of the Company, in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, for all or substantially all of the property and assets of the Company, or (C) the Company fails to deliver shares winding up or liquidation of Common Stockthe affairs of the Company, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent decree or to the Company order shall remain unstayed and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes effect for a period of 60 consecutive days; or (Sixtyf) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentA) in aggregate principal amount of the Notes then outstanding (commences a “Notice of Default”); (5) in the event of voluntary case under any applicable bankruptcy, insolvency or reorganization with respect other similar law now or hereafter in effect, or consents to the Company entry of an order for relief in an involuntary case under any such law, (B) consents to the appointment of or any Significant Subsidiary and (6) taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company’s filing of, or for all or substantially all of the property and assets of the Company, or (C) effects any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment general assignment for the benefit of debts or for any other relief under the federal bankruptcy codecreditors. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, Holder may declare all the Notes this Note to be due and payable immediately. An unless there are any amounts outstanding under the Credit Agreement, in which case the same shall become immediately due and payable upon the first to occur of an acceleration under the Credit Agreement or the payment in full of all loans, reimbursement obligations and all other obligations and the termination of all commitments and letters of credit thereunder (but only if such Event of Default under clause (5) or (6) is then continuing). Upon a declaration of this paragraph 12 will result in the Notes becoming acceleration, such principal of, premium, if any, and accrued interest shall be immediately due and payable payable. If a bankruptcy or insolvency default with respect to the Company occurs, this Note automatically becomes immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securitydue and payable.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest and Special Interest, if any, on, the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturitymaturity, upon redemption or otherwise) of the principal of, or premium on, if any, the Notes, (iii) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 of the Indenture; (2iv) failure by the Company fails to pay an installment of interest on or any of the Notes that continues its Restricted Subsidiaries for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (voting as a “Notice single class to comply with the provisions of Default”)Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture; (5v) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other agreements in the event Indenture; (vi) default under certain other agreements relating to Indebtedness of bankruptcythe Company which default is a Payment Default or results in the acceleration of such Indebtedness prior to its express maturity; (vii) failure by the Company or any Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, to pay final judgments (net of any amounts covered by insurance policies issued by a reputable and creditworthy insurance company that is not contesting liability for such amounts) entered by a court or courts of competent jurisdiction aggregating in excess of $50.0 million, which judgments are not paid, discharged or stayed, for a period of 60 days; (viii) except as permitted by the Indenture, any Note Guarantee of a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together (as of the date of the latest audited consolidated financial statements of the Company and its Restricted Subsidiaries), would constitute a Significant Subsidiary, or any Person acting on behalf of any such Guarantor, denies or disaffirms its obligations under its Note Guarantee; and (ix) certain events of bankruptcy or insolvency or reorganization with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary and (6) the Company’s filing of, subsidiary or any group of Restricted subsidiaries of the Company that, taken together, would constitute a Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment Subsidiary. In the case of debts or for any other relief under the federal bankruptcy code. If an Event of Default (arising from certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary of the Company that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the Notesthen outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Agent Trustee may refuse to enforce withhold from Holders of the Notes unless notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, interest or Special Interest, if any,) if it receives reasonable indemnity determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders of all the Notes, rescind an acceleration or securitywaive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, interest or Special Interest, if any, on the Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events The Indenture provides that an Event of Default include with respect to the Notes occurs when any of the following occurs: (1a) the Company fails to pay when due Issuer defaults in the payment of the principal and premium, if any, of any of the Notes when it becomes due and payable at Stated Maturity, Maturity or upon redemption or otherwise; redemption; (2b) the Company fails to pay an installment Issuer defaults in the payment of interest (including Additional Tax Amounts and Additional Interest, in each case, if any) on any of the Notes that when it becomes due and payable and such default continues for a period of 30 days; (Thirty) days after the date when due; (3c) the Company Guarantor fails to deliver shares of Common Stockperform its obligations under the Guarantee; (d) except as otherwise permitted by the Indenture, together with cash the Guarantee is held in lieu of fractional sharesany final, when such Common Stock or cash in lieu of fractional shares is required non-appealable judicial proceeding to be delivered upon conversion unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of a Note and such failure continues for 10 days after written notice of default is given to the Company by Guarantor, shall deny or disaffirm its obligations under the Agent Guarantee; (e) either the Issuer or to the Company and the Agent by the Holder of such Note; (4) the Company Guarantor fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture and the default continues for a period of 60 (Sixty) days after written notice of such failure, requiring the Company Issuer or the Guarantor, as the case may be, to remedy the same, shall have been given to the Company Issuer or the Guarantor, as the case may be, by the Agent Trustee or to the Company Issuer or the Guarantor, as the case may be, and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then Outstanding Notes; (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due in respect of any Indebtedness for borrowed money, the aggregate outstanding principal amount of which is an amount in excess of $250,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $250,000,000 because of a “Notice of Default”); (5) default with respect to such Indebtedness, without, in the event case of either (i) or (ii) above, such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled for a period of 30 days after written notice to the Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Notes of such series; or (g) the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to of the Company Issuer or any Significant Subsidiary and (6) Guarantor as specified in the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeSupplemental Indenture. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs shall occur and is be continuing, the Agent, or the Holders principal of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to may be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securitySupplemental Indenture.

Defaults and Remedies. Events The Indenture provides that an Event of Default include with respect to the Securities occurs when any of the following occurs: (1a) the Company fails to pay when due defaults in the payment of the principal of or premium, if any, on any of the Notes Securities when it becomes due and payable at Stated Maturity, upon redemption or exercise of a Repurchase Right or otherwise; , whether or not such payment is prohibited by the subordination provisions of Article 13 of the Indenture; (2b) the Company fails to pay an installment defaults in the payment of interest on any of the Notes that Securities when it becomes due and payable and such default continues for a period of 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stockdays, together with cash in lieu of fractional shares, when whether or not such Common Stock or cash in lieu of fractional shares payment is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company prohibited by the Agent or to subordination provisions of Article 13 of the Company and the Agent by the Holder of such Note; Indenture; (4c) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Securities or the Indenture and such default continues for a period of 60 (Sixty) days after written notice of such failure, requiring failure is given as specified in the Indenture; (i) the Company fails to remedy make any payment by the sameend of the applicable grace period, if any, after the maturity of any Indebtedness for borrowed money in an amount in excess of $5,000,000 (provided that such failure shall have not constitute an Event of Default if (1) the Company determines, in good faith, that a lessor under a lease described in clause (3)(a) of the definition of Indebtedness set forth in the Indenture breached a covenant under the lease and the Company has given notice of the breach to the lessor and the Trustee and (2) as a result of the breach, the Company withholds payment under the lease) (a "Default Exception"), or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $5,000,000 because of a default with respect to such Indebtedness (other than a Default Exception) without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled, in the case of either clause (i) or (ii) above, for a period of 30 days after written notice is given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) as specified in the event Indenture; and (e) there are certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs shall occur and is be continuing, the Agent, or the Holders principal of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to Securities may be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture.

Defaults and Remedies. Events An Event of Default include with respect to the Notes occurs if: (1i) the Company defaults in the payment when due of any interest on, any such series of Notes and such default continues for a period of 30 days; (ii) the Company defaults in the payment of the principal of any such series of Notes at its maturity; (iii) the Company fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in principal amount of such series of Notes then outstanding; (iv) the Company fails to pay when due principal, interest or premium aggregating $10,000,000 or more with respect to any Indebtedness of the principal Company or any Restricted Subsidiary, or the acceleration of any of the Notes at Stated Maturitysuch Indebtedness which default shall not be cured or waived, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stocksuch acceleration shall not be rescinded or annulled, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for within 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Notenotice; (4v) a final judgment or final judgments for the Company fails to perform payment of money are entered by a court or observe any other term, covenant or agreement contained in the Notes for a period courts of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to competent jurisdiction against the Company or any Significant Subsidiary of its Restricted Subsidiaries and such judgment or judgments remain undischarged for a period (6during which execution shall not be effectively stayed) of 60 days, provided that the aggregate of all such judgments exceeds $10,000,000; or (vi) the Company or any Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the date of the event described in this clause, pursuant to or within the meaning of Bankruptcy Law: (a) commences a voluntary case, (b) consents to the entry of an order for relief against it in an involuntary case, (c) consents to the appointment of a Custodian of it or for all or substantially all of its property, or (d) makes a general assignment for the benefit of its creditors, (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against the Company’s filing of, or any Significant Subsidiaries’ filing ofRestricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree in an involuntary case, (b) appoints a voluntary petition seeking liquidationcustodian of the Company, reorganization arrangement, readjustment or any Restricted Subsidiary of debts Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree or for all or substantially all of its property or (c) orders the liquidation of the Company, or any other relief Restricted Subsidiary with liabilities greater than $10,000,000 under GAAP as of the federal bankruptcy codeeffective date of such order or decree; and the order or decree remains unstayed and in effect for 60 consecutive days. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding series of Notes at the time outstanding(including Additional Notes, if any) may declare all the of such Notes to be due and payable immediately. An Notwithstanding the foregoing, in the case an Event of Default under clause specified in clauses (56) or (67) of this paragraph 12 Section 5.1 of the Indenture occurs with respect to the Company, or a Restricted Subsidiary with liabilities of greater than $10,000,000 under GAAP as of the effective date of such order or decree, all outstanding series of Notes will result in the Notes becoming become due and payable immediately upon the occurrence without further action or notice. Holders of such Events series of Default. Holders Notes may not enforce this Notethe Indenture with respect to such series of Notes or such series of Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding series of Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of such series of Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the such series of Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except with a continuing Default or Event of Default in the approval payment of the principal of or interest on, such series of Notes (provided, however, that the Holders of a majority in aggregate principle principal amount of the Notesthen outstanding series of Notes may rescind an acceleration and its consequence, including any related payment default) or a default with respect to any covenant or provision which cannot be modified or amended without the consent of the Holder of each outstanding Note affected. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default and what action the Company is taking or proposes to take thereto.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest, if any, on the principal Notes; (ii) default in payment when due of any stated principal, Redemption Price or Purchase Price of the Notes when the same becomes due and payable at Stated Maturitymaturity, upon redemption redemption, repurchase or otherwiseotherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (2iii) failure by the Company fails to pay an installment of interest on comply with any of covenant contained in the Notes that continues Indenture for 30 (Thirty) 45 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in of the aggregate principal amount of the Notes then outstanding (a “Notice of Default”)outstanding; (5iv) default under certain other agreements relating to Indebtedness of the Company which default (a) is caused by a failure to pay any amount due at the stated maturity thereof or (b) results in the event acceleration (which acceleration is not rescinded, annulled or otherwise cured within 20 days of bankruptcyreceipt of notice of any such acceleration) of such Indebtedness prior to its express maturity and, in each case, the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a default for failure to pay principal at final maturity or the maturity of which has been so accelerated (in each case with respect to which the 20-day period described above has elapsed) aggregates $15.0 million or more; (v) certain final judgments for the payment of money that remain undischarged for a period of 60 days, provided that the aggregate of all such undischarged judgments exceeds $15.0 million; and (vi) certain events of bankruptcy or insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Upon any such declaration, the entire principal amount of, and accrued and unpaid interest and Additional Interest, if any, on the Notes shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) of this paragraph 12 insolvency, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to payment on any Note) if it determines that withholding notice is in their interest. The Holders of a majority in principal amount of the Notes may waive any existing or past Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of, or interest on any Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events The Indenture provides that an Event of Default include with respect to the Notes occurs when any of the following occurs: (1a) the Company fails to pay when due Issuer defaults in the payment of the principal of any of the Notes when it becomes due and payable at Stated Maturity, upon redemption or otherwise; ; (2b) the Company fails to pay an installment Issuer defaults in the payment of interest (including Additional Tax Amounts, if any) on any of the Notes that when it becomes due and payable and such default continues for a period of 30 days; (Thirty) days after the date when due; (3c) the Company Guarantor fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock perform under the Guarantees; (d) either the Issuer or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company Guarantor fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture and the default continues for a period of 60 (Sixty) days after written notice of such failure, requiring the Company Issuer or the Guarantor, respectively, to remedy the same, shall have been given to the Company Issuer or the Guarantor, respectively, by the Agent Trustee or to the Company Issuer or the Guarantor, respectively, and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then Outstanding Notes; (e) except as otherwise permitted by the Indenture, the Guarantee is held in any final, nonappealable judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or the Guarantor, or any person acting on behalf of the Guarantor, shall deny or disaffirm its obligations under the Guarantee; (f) (i) the Issuer or the Guarantor fails to make by the end of the applicable grace period, if any, any payment of principal or interest due in respect of any Indebtedness for borrowed money, the aggregate outstanding principal amount of which is an amount in excess of $100,000,000; or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $100,000,000 because of a “Notice of Default”); (5) default with respect to such Indebtedness without such Indebtedness having been discharged or such non-payment or acceleration having been cured, waived, rescinded or annulled, in the event case of either (i) or (ii) above, for a period of 30 days after written notice to the Issuer by the Trustee or to the Issuer and the Trustee by Holders of at least 25% in aggregate principal amount of the Outstanding Notes; or (g) there are certain events of bankruptcy, insolvency or reorganization with respect to of the Company Issuer or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeGuarantor. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs shall occur and is be continuing, the Agent, or the Holders principal of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to may be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securitySupplemental Indenture.

Defaults and Remedies. Events of Default include (1i) the Company fails failure to pay interest on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal of on any of the Notes Notes, when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwiseotherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (2iii) a default in the Company fails to pay an installment observance or performance of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture which default continues for a period of 60 (Sixty) 30 days after the Company receives written notice of specifying the default (and demanding that such failure, requiring default be remedied) from the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate of the outstanding principal amount of the Notes at (except in the time outstandingcase of a default under Section 5.1 of the Indenture, may declare all the Notes to be due and payable immediately. An which will constitute an Event of Default under clause with such notice requirement but without such passage of time requirement); (5iv) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $25.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $25.0 million shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or (6vii) any Guarantee of this paragraph 12 will result a Significant Subsidiary ceases to be in the Notes becoming due full force and payable immediately upon the occurrence effect or is declared to be null and void and unenforceable or is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of such Events release of Default. Holders may not enforce this Note, except a Guarantor in accordance with the approval of Holders of a majority in aggregate principle amount terms of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture).

Defaults and Remedies. Events of Default under the Indenture include the following: (a) failure by the Company to pay (1) the Company fails principal of, interest on, Premium, if any, or Break Amount, if any, with respect to pay any Security when due the principal due, and such failure shall continue unremedied for a period of 10 Business Days thereafter (it being understood that any amount distributed to Securityholders in respect of the Notes at Stated Maturityforegoing from funds provided by the Policy Provider, upon redemption the Liquidity Provider or otherwise; a Cash Collateral Account shall not be deemed to cure such Default) or (2) any other amount payable by it to the Holders under the Indenture or any Operative Document when due, and such failure shall continue for a period in excess of 10 Business Days after the Company fails to pay an installment of interest on any has received written notice from the Trustee of the Notes that continues for 30 (Thirty) days after the date failure to make such payment when due; (b) failure by the Company to observe and perform in any material respect any other covenant, agreement or obligation set forth in the Indenture or in any other Operative Documents, with such failure continuing after notice and specified cure periods; (c) any representation or warranty made by the Company in the Indenture or any other Operative Document (1) shall prove to have been untrue or inaccurate in any material respect as of the date made, (2) such untrue or inaccurate representation or warranty is material at the time in question and (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note same shall remain uncured following notice; and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4d) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period occurrence of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, reorganization or insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of. Subject to certain limitations in the Indenture, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If if an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the AgentControlling Party may, or by notice to Company and the Holders of at least 50% (Fifty percent) in aggregate principal amount Trustee, and the Trustee shall, upon the request of the Notes at the time outstandingControlling Party, may declare all unpaid principal of, accrued interest on, Premium, if any, and Break Amount, if any, with respect to the Notes Securities Outstanding and other amounts otherwise payable under the Indenture, if any, to be due and payable immediately. An In the case of an Event of Default under clause (5) arising from certain events of bankruptcy, reorganization or (6) of this paragraph 12 will result in the Notes becoming insolvency, such amounts shall automatically become and be immediately due and payable immediately upon without further action or notice. Under certain circumstance, the occurrence Controlling Party by notice to the Trustee may rescind an acceleration and its consequences. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, interest on, or Premium, if any, or Break Amount, if any, with respect to, the Securities or other amounts otherwise payable under the Indenture, if any. Subject to the Indenture, so long as an Event of Default has occurred and is continuing, the Controlling Party by notice to the Trustee may authorize the Trustee to waive an existing Default or Event of Default and its consequences. The Controlling Party may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee (as Trustee or Collateral Agent, subject, in the case of any actions based on the status of the Trustee as Collateral Agent, to any limitations otherwise expressly provided for in the Operative Documents) or exercising any trust or power conferred on it; provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such Events of Defaultdirection. Holders Securityholders may not enforce this Note, the Indenture or the Securities except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse require indemnity satisfactory to enforce it before it enforces the Notes unless Indenture or the Securities. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal, interest, Premium or Break Amount) if it receives reasonable indemnity or securitydetermines in good faith that withholding notice is in their interests. The above description of Events of Default and remedies is qualified by reference, and subject in its entirety to the more complete description thereof contained in the Indenture.

Defaults and Remedies. Events of Default include with respect to the Notes include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, with respect to the principal of any of Notes; (ii) default in the Notes payment when due (at Stated Maturitymaturity, upon redemption or otherwise) of the principal on the Notes (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer); (2iii) failure by the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding voting as a single class to comply with any of the other covenants or agreements in the Indenture (except (i) in the case of a “Notice default with respect to Section 5.01 of Default”the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement and (ii) as otherwise provided in the last paragraph of Section 4.03 of the Base Indenture); (5iv) in the event failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of bankruptcy, insolvency or reorganization with respect to any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the 30-day period described above has passed), equals $350.0 million or more at any time; (v) failure by the Company to pay final non-appealable judgments entered by a court or courts of competent jurisdiction against the Company or any Restricted Subsidiary of the Company in amounts aggregating in excess of $350.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vi) the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary, pursuant to or within the meaning of Bankruptcy Law, commences a voluntary case, consents to the entry of an order for relief against it in an involuntary case, consents to the appointment of a custodian for it or for all or substantially all of its property, makes a general assignment for the benefit of its creditors, or an admission by the Company in writing of its inability to pay its debts as they become due; or (vii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that is for relief against the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary in an involuntary case; appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary or orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, taken together, would constitute a Material Subsidiary and (6) the Company’s filing of, order or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or decree remains unstayed and in effect for any other relief under the federal bankruptcy code60 consecutive days. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) with respect to outstanding Notes occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable immediately. An by notice in writing to the Company and the Trustee specifying the respective Event of Default under clause (5) or (6) and that it is a “notice of this paragraph 12 will result acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency occurring with respect to the Company, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes becoming will become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within five Business Days of any Officer becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (1) the Company fails to pay a default in any payment of interest on, or Additional Interest with respect to, any Note when due that continues for 30 days, (2) a default in the payment of principal or premium, if any, of any of the Notes Note when due at its Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; (2) the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; , (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Issuer or any of its Restricted Subsidiaries to comply with the Company and provisions described under Article 5 of the Agent by the Holder of such Note; Indenture (4) the Company fails failure by the Issuer or any of its Restricted Subsidiaries to perform comply for 30 days after notice with any of its obligations under Article 4 of the Indenture (other than a failure to purchase Notes), (5) the failure by the Issuer or observe any of the Restricted Subsidiaries of the Issuer to comply for 60 days after notice with its other term, covenant or agreement agreements contained in the Notes for or the Indenture, (6) the failure by the Issuer or any Significant Subsidiary to pay any Indebtedness (other than Indebtedness owing to a Restricted Subsidiary of the Issuer) within any applicable grace period after final maturity or the acceleration of 60 (Sixty) days after written notice any such Indebtedness by the holders thereof because of a default, in each case, if the total amount of such failureIndebtedness unpaid or accelerated exceeds $30 million or its foreign currency equivalent, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent7) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company Issuer or a Significant Subsidiary, (8) the failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $30 million or its foreign currency equivalent (net of any amounts which are covered by enforceable insurance policies issued by solvent carriers), which judgments are not discharged, waived or stayed for a period of 60 days and (69) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (except as contemplated by the Company’s filing of, terms thereof) or any Guarantor that qualifies as a Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts Subsidiary denies or for any other relief disaffirms its obligations under the federal bankruptcy codeIndenture or any Guarantee and such Default continues for 10 days. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the such Notes to be due and payable immediately, subject to certain conditions set forth in the Indenture. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 will which shall result in the Notes becoming being due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the NotesNotes may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse to enforce withhold from Holders notice of any continuing Default (except a Default in payment of principal or interest) if it determines that withholding notice is in the Notes unless it receives reasonable indemnity or securityinterest of the Holders.

Defaults and Remedies. Events An Event of Default include is any one of the following: (1i) failure of the Company fails to pay interest when the same becomes due and payable and default continues for a period of 30 days on the Notes; (ii) failure of the Company to pay the principal of any of or premium, if any, on the Notes when due at Stated Maturitymaturity, upon redemption redemption, pursuant to an offer to purchase pursuant to the change of control provision or otherwise by acceleration or otherwise; (2iii) failure of the Company to comply with Section 4.12 in the Indenture; (iv) failure to perform any other covenant contained in the Indenture for 30 days after notice (other than a Default under Section 4.02 or Article Five which Default shall be an Event of Default without the notice or passage of time specified in this clause); (v) the Company fails to pay occurrence of an installment event of interest on default, as defined in any one or more mortgages, indentures or instruments under which there may be issue, or by which there may be secured or evidenced, any Debt of the Notes that continues for Company or a subsidiary whether such Debt now exists or shall hereafter be created and shall entitle the holders of such Debt to declare an aggregate principal amount of at least $10,000,000 of such Debt due and payable, which event of default is not cured or waived in accordance with the provisions of such instrument, or such Debt is not discharged, within 30 (Thirty) days after the date when due; (3) receipt by the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock notice from the Trustee or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes such series of Securities then outstanding of such event of default and requiring the Company to cause such event of default to be cured or such Debt to be discharged; and (a “Notice of Default”); (5vi) in the event certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codereorganization. If an Event of Default (other than an Event certain events of Default specified in clause (5bankruptcy, insolvency or reorganization) or (6) of this paragraph 12) relating to the Notes occurs and is continuing, the Agent, Trustee or the Holders of at least 50not less than 25% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, then outstanding may declare all the Notes to be due and payable immediately. An Event immediately in accordance with Section 6.02 of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of DefaultIndenture. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may require security and indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the NotesNotes then outstanding may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse to enforce the Notes unless withhold from Holders notice of any continuing default (except a default in payment of principal or interest) if it receives reasonable indemnity or securitydetermines that withholding notice is in their interests.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) a default in the Company fails to pay payment of principal of, or premium, if any, on the Notes when due the principal of any of the Notes at their Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; , (2ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the Company fails to pay an installment of interest on any failure by either of the Notes that continues Issuers or the Guarantors to comply for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 60 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50not less than 25% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) with any other covenant, representation, warranty or other agreement contained in the event Indenture or the Notes, (iv) default in the payment at maturity (continued for the longer of bankruptcyany applicable grace period, insolvency extension, forbearance or reorganization with respect to other similar period or 30 days) of any Indebtedness aggregating $25,000,000 or more of the Company Issuers or any Significant Subsidiary and (6) the Company’s filing of, or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the AgentSubsidiary, or the acceleration of any such Indebtedness which default shall not be cured or waived, or such acceleration shall not be rescinded or annulled, within 30 days after written notice thereof by the Holders of at least 50not less than 25% (Fifty percent) in aggregate principal amount of the Notes at the time then outstanding, may declare all (v) any final judgment or judgments for the Notes payment of money in excess of $25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or a Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC, which, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be due in full force and payable immediatelyeffect (except as contemplated by the terms of the Indenture). An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming being due and payable immediately upon the occurrence of such Events of Default. The failure by any Restricted Subsidiary Guarantee to be in full force and effect (except as contemplated by the terms thereof) or any Guarantor to deny or disaffirm its obligations under the Indenture or any Restricted Subsidiary Guarantee shall also be an Event of Default. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may not enforce this Notedeclare the principal of and accrued and unpaid interest, except with if any, on all the approval of Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in aggregate principle principal amount of the Notesoutstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Agent Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or of premium, if any, or interest or Additional Interest, if any, on the Notes) if the Trustee determines that withholding notice is in the best interest of the Holders.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest on the Notes; (ii) default in payment when due of principal of any of of, or premium, if any, on the Notes when the same becomes due and payable at Stated Maturitymaturity, upon redemption (including in connection with an offer to purchase) or otherwise; (2iii) failure by the Company fails to pay an installment comply with Section 5.01 of interest on the Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Sections 4.07, 4.09, 4.10 or 4.15 of the Notes that continues Indenture for a period of 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (v) failure to comply with any provision of Section 4.03 and such failure continues for a period of 150 days after receipt of notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class; (vi) failure by the Company or any of its Restricted Subsidiaries for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class to observe or perform any other covenant or other agreement in the Indenture; (vii) default under certain other agreements relating to Indebtedness of the Company or any of its Restricted Subsidiaries, which default is caused by a failure to pay principal at its stated final maturity (after giving effect to any applicable grace period provided in such Indebtedness) (a “Notice of Payment Default”) or results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $100.0 million or more; (viii) certain final judgments for the payment of money that remain not paid, discharged or stayed for a period of 60 days, provided that the aggregate of all such not paid, discharged or stayed judgments exceeds $100.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-insurance or retention as not so covered); (5ix) except as permitted by the Indenture, any Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, taken together, would constitute a Significant Subsidiary shall be held in the event any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary or any group of bankruptcyGuarantors that, taken together, would constitute a Significant Subsidiary, or any Person acting on behalf of any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary, shall deny or disaffirm its obligations under such Guarantor’s Subsidiary Guarantee; and (x) certain events of bankruptcy or insolvency or reorganization with respect to the Company or any Guarantor that is a Significant Subsidiary and (6) or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an any Event of Default (other than an Event of Default specified in clause (5j) or (6k) of this paragraph 12Section 6.01 of the Indenture with respect to the Company or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, taken together, would constitute a Significant Subsidiary of the Company) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default under clause arising from certain events of bankruptcy or insolvency as specified in clauses (5j) or and (6k) of this paragraph 12 Section 6.01 of the Indenture with respect to the Company or any Guarantors that are, alone or in combination, Significant Subsidiaries, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders of a majority in principal amount of the then outstanding Notes may not enforce this direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium, if any, or interest on, any Note, except with ) if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the approval interests of the Holders of the Notes. The Holders of a majority in aggregate principle principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in the payment of principal of, or interest on, the Notes (other than non-payment of principal of or interest on the Notes that become due solely because of the acceleration of the Notes) (provided that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Any of the following events shall constitute an Event of Default include under the Indenture: (1a) default in the Company fails to pay when due the payment of principal of or premium, if any, on, any Note (including the Change of Control Redemption Price) when the Notes same becomes due and payable at Stated Maturitymaturity, upon acceleration, redemption or otherwise; ; (2b) default in the Company fails to pay an installment payment of interest on any of Note when the Notes that same becomes due and payable, and such default continues for a period of 30 days; (Thirty) days after the date when due; (3c) the Company fails to deliver shares or the Guarantor defaults in the performance of Common Stockor breaches any other covenant or agreement of the Company in the Indenture, together with cash in lieu of fractional shares, when such Common Stock the Registration Rights Agreement or cash in lieu of fractional shares is required to be delivered upon conversion of a Note under the Notes and such failure default or breach continues for 10 a period of 30 consecutive days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) or more in aggregate principal amount of the Notes then outstanding Notes; (a “Notice of Default”); (5d) in the event of bankruptcy, insolvency or reorganization there occurs with respect to any issue or issues of Indebtedness of the Company Company, the Guarantor or any Significant Subsidiary having an outstanding principal amount of $5 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (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 or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; provided that any such event of default or failure to make a payment, in each case, with respect to any Indebtedness existing as of the Closing Date in respect of which the holders thereof did not vote affirmatively to accept the Plan, shall not be deemed to be an Event of Default; (e) any final judgment or order (not covered by insurance) for the payment of money in excess of $5 million in the aggregate for all such final judgments or orders against all such Persons (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company, the Guarantor or any Significant Subsidiary and shall not be paid or discharged, and either (6A) an enforcement proceeding shall have been commenced by a creditor upon such judgment or order or (B) there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $5 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided that the occurrence of any such actions that relate to or arise out of any Indebtedness existing as of the Closing Date in respect of which the holders thereof did not vote affirmatively to accept the Plan shall not be deemed to be an Event of Default; (f) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company, the Guarantor or any Significant Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company, the Guarantor or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 30 consecutive days; provided that the issuance of any such decree or order with respect to the Guarantor or any Significant Subsidiary (the entry of which was not consented to by the Company, the Guarantor or any Significant Subsidiary) at the request of the holder of any Indebtedness existing as of the Closing Date in respect of which such holder did not vote affirmatively to accept the Plan shall not be deemed to be an Event of Default; (g) the Company’s filing of, the Guarantor or any Significant Subsidiaries’ filing of, Subsidiary (A) commences a voluntary petition seeking liquidationcase under any applicable bankruptcy, reorganization arrangementinsolvency or other similar law now or hereafter in effect, readjustment or consents to the entry of debts an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company, the Guarantor or any Significant Subsidiary or for all or substantially all of the property and assets of the Company, the Guarantor or any other relief under Significant Subsidiary or (C) effects any general assignment for the federal bankruptcy codebenefit of creditors; provided that the occurrence of any such event with respect to the Guarantor, in each case between the Closing Date and September 25, 2003, shall not be deemed to be an Event of Default. (h) the Security Guarantee or any Subsidiary Guarantee by a Restricted Subsidiary shall cease to be, or shall be asserted in writing by the Company, the Guarantor or such Restricted Subsidiary not to be, in full force and effect or enforceable in accordance with its terms. If an Event of Default (other than an Event of Default specified in clause (5f) or (6g) above that occurs with respect to the Company) occurs and is continuing under the Indenture, the Trustee or the Holders of this paragraph 12) at least 25% in aggregate principal amount of the Notes, then outstanding, by written notice to the Company (and to the Trustee if such notice is given by the Holders), may, and the Trustee at the request of such Holders shall, declare the principal (which shall be deemed to equal the then applicable Claimed Amount), premium, if any, and accrued interest on the Notes to be immediately due and payable. If a bankruptcy or insolvency default with respect to the Company occurs and is continuing, the Agentprincipal (which shall be deemed to equal the then applicable Claimed Amount) of, premium, if any, and accrued interest on the Notes automatically becomes due and payable without any declaration or other act on the part of the Trustee or any Holder. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of at least 50% (Fifty percent) a majority in aggregate principal amount of the Notes at then outstanding may direct the time outstanding, may declare all the Notes to be due and payable immediately. An Event Trustee in its exercise of Default under clause (5) any trust or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securitypower.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) the Company fails to pay default for 30 days in payment of interest when due on the Securities; (ii) default in payment of principal of any on the Securities at maturity, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the Notes at Stated MaturitySecurities, upon redemption declaration or otherwise; (2iii) the failure by the Company fails to pay an installment comply with its obligations under ARTICLE IV of interest on the Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the Notes that continues covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company to comply for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together notice with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any its other term, covenant or agreement agreements contained in the Notes for Indenture, (vi) Indebtedness of the Company or any Restricted Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a period of 60 (Sixty) days after written notice default and the total amount of such failureIndebtedness unpaid or accelerated exceeds $5.0 million (the "cross acceleration provision"), requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentvii) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company or a Significant Subsidiary (the "bankruptcy provisions"), (viii) any judgment or decree for the payment of money in excess of $5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain undischarged or unstayed for a period of 60 days after such judgment becomes final and non-appealable (6the "judgment default provision") or (ix) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the Company’s filing of, terms of the Indenture) or any Significant Subsidiaries’ filing ofSubsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a voluntary petition seeking liquidation, reorganization arrangement, readjustment default under clauses (iv) and (v) will not constitute an Event of debts Default until the Trustee or for any other relief under the federal bankruptcy codeholders of more than 25% in principal amount of the then outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, Securities may declare all the Notes Securities to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce this Note, the Indenture or the Securities except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Notes Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. Events An Event of Default include (1) with respect to the Company fails to pay when due Notes occurs upon the principal occurrence of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) following events: the Company fails to pay an installment default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Parent or any of the Notes that continues Restricted Subsidiaries for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 60 days after written notice from the Trustee or Holders of default not less than 25% of the aggregate principal amount of the Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is given to the Company not rescinded, annulled or otherwise cured within 30 days of receipt by the Agent Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the Company and 30-day period described above has passed), equals $50.0 million or more at any time; the Agent failure by the Holder Parent or any of such Note; (4) the Company fails Restricted Subsidiary to perform pay final judgments aggregating in excess of $50.0 million, which judgments remain unpaid, undischarged or observe any other term, covenant or agreement contained in the Notes unstayed for a period of 60 (Sixty) days after written notice days; certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Agent Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Parent or any Restricted Subsidiary or any Person acting on behalf of the Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Parent, any Restricted Subsidiary that is a Significant Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Parent, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Agent by the Trustee or Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this NoteSubject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the Notesthen outstanding Notes may direct the Trustee in its exercise of any trust or power. The Agent Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has knowledge under the Indenture unless the default has been cured or waived. The Trustee may refuse withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee, indemnity or security reasonably acceptable to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless it receives reasonable unless: such Holder has previously given Trustee written notice that an Event of Default is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; such holder or holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to such Trustee against any loss, liability or securityexpense; Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. Events The Indenture provides that each of the following events constitutes an Event of Default include with respect to this Note: (1i) the Company fails failure to pay when due the principal of any of the Notes Note when it becomes due and payable at Stated Maturitystated maturity, upon acceleration, redemption or otherwise; (2ii) the Company fails failure to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date Note when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note it becomes due and payable and such failure Default continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 30 days; (iii) failure to comply with any of the other agreements or covenants in, or other provisions of, the Indenture, which failure is not cured within 60 (Sixty) days after written notice is given as specified in the Indenture; (iv) any Guarantee ceases to be in full force and effect or any Guarantor denies or disaffirms its obligations under its Guarantee, except, in each case, in connection with a release of such failure, requiring a Guarantee in accordance with the terms of this Indenture; (v) the nonpayment at maturity or other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of the Company to remedy or any of its Significant Subsidiaries (the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate unpaid principal amount of the Notes then outstanding (a “Notice of Default”which is not less than $50 million); (5) , which default results in the event acceleration of the maturity of such Indebtedness prior to its stated maturity or occurs at the final maturity thereof and such acceleration has not been rescinded or annulled or such Indebtedness repaid within 30 days after notice is given as specified in the Indenture; and (vi) certain events of bankruptcy, insolvency or reorganization with respect to of the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeSubsidiary. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, hereof may declare all the Notes to be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture.

Defaults and Remedies. Events The Indenture provides that an Event of Default include with respect to the Securities occurs when any of the following occurs: (1a) the Company fails to pay when due defaults in the payment of the principal of or premium, if any, on any of the Notes Securities when it becomes due and payable at Stated Maturity, upon redemption or exercise of a Repurchase Right or otherwise; , whether or not such payment is prohibited by the subordination provisions of Article 13 of the Indenture; (2b) the Company fails to pay an installment defaults in the payment of interest on any of the Notes that Securities when it becomes due and payable and such default continues for a period of 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stockdays, together with cash in lieu of fractional shares, when whether or not such Common Stock or cash in lieu of fractional shares payment is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company prohibited by the Agent subordination provisions of Article 13 of the Indenture; provided that a failure to make any of the first six scheduled interest payments on any of the Securities within three Business Days of the applicable Interest Payment Date will constitute an Event of Default with no additional grace or to the Company and the Agent by the Holder of such Note; cure period; (4c) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Securities or the Indenture and such default continues for a period of 60 (Sixty) days after written notice of such failure, requiring failure is given as specified in the Indenture; (i) the Company fails to remedy make any payment by the sameend of the applicable grace period, if any, after the maturity of any Indebtedness for borrowed money in an amount in excess of $5,000,000 (provided that such failure shall have not constitute an Event of Default if (1) the Company determines, in good faith, that a lessor under a lease described in clause (3)(a) of the definition of Indebtedness set forth in the Indenture breached a covenant under the lease and the Company has given notice of the breach to the lessor and the Trustee and (2) as a result of the breach, the Company withholds payment under the lease) (a “Default Exception”), or (ii) there is an acceleration of any Indebtedness for borrowed money in an amount in excess of $5,000,000 because of a default with respect to such Indebtedness (other than a Default Exception) without such Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled, in the case of either clause (i) or (ii) above, for a period of 30 days after written notice is given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) as specified in the event Indenture; (e) the Pledge Agreement, as such agreement may be amended, restated or supplemented or otherwise modified from time to time, shall cease to be in full force and effect or enforceable in accordance with its terms, other than in accordance with its terms; and (f) there are certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs shall occur and is be continuing, the Agent, or the Holders principal of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to Securities may be declared due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due manner and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority effect provided in aggregate principle amount of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture.

Defaults and Remedies. Events of Default include include: (1) default in the Company fails to pay when due payment in respect of the principal of (or premium, if any, on) any of the Notes Note at its maturity (whether at Stated MaturityMaturity or upon repurchase, upon acceleration, optional redemption or otherwise; ); (2) default in the Company fails to pay an installment payment of any interest on upon any Note when it becomes due and payable, and continuance of the Notes that continues such default for a period of 30 (Thirty) days after the date when due; days; (3) the Company Issuer fails to deliver shares accept and pay for Notes tendered when and as required pursuant to an Offer to Purchase as described under Section 4.14; (4) except as permitted by the Indenture, (i) any Note Guarantee of Common Stockany Significant Subsidiary (or any group of Restricted Subsidiaries that, together with cash in lieu of fractional sharestaken together, when such Common Stock or cash in lieu of fractional shares is required would constitute a Significant Subsidiary), shall for any reason cease to be delivered upon conversion in full force and effect and enforceable in accordance with its terms (except as specifically provided in the Indenture) for a period of a Note and such failure continues for 10 30 days after written notice of default is given to the Company thereof by the Agent trustee or the Holders of at least 25% in principal amount of the outstanding Notes or (ii) the Note Guarantee of any Significant Subsidiary (or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) shall for any reason be asserted by any of the Guarantors or the Issuer not to be in full force and effect and enforceable in accordance with its terms; (5) default in the Company and performance, or breach, of any covenant or agreement of the Agent by Issuer or any Guarantor in the Holder of such Note; Indenture (other than a covenant or agreement a default in whose performance or whose breach is specifically dealt with in clauses (1), (2), (3) or (4) the Company fails to perform above), and continuance of such default or observe any other term, covenant or agreement contained in the Notes breach for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have thereof has been given to the Company Issuer by the Agent Trustee or to the Company Issuer and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and Notes; (6) the Company’s filing ofa default or defaults under any bonds, debentures, notes or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment other evidences of debts or for any other relief under the federal bankruptcy code. If an Event of Default Debt (other than an Event of Default specified the Notes) by the Issuer or any Restricted Subsidiary having, individually or in clause (5) the aggregate, a principal or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders similar amount outstanding of at least 50% (Fifty percent) $15.0 million, whether such Debt now exists or shall hereafter be created, which default or defaults shall have resulted in aggregate the acceleration of the maturity of such Debt prior to its express maturity or shall constitute a failure to pay at least $15.0 million of principal amount of the Notes at the time outstanding, may declare all the Notes to be such Debt when due and payable immediately. An Event after the expiration of Default under clause any applicable grace period with respect thereto; (57) the entry against the Issuer or any Restricted Subsidiary that is a Significant Subsidiary (6or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) of this paragraph 12 will result a final judgment or final judgments for the payment of money in an aggregate amount in excess of $15.0 million and not covered by insurance (not disputed), by a court or courts of competent jurisdiction, which judgments remain undischarged, unwaived, unstayed, unbonded or unsatisfied for a period of 60 consecutive days; (8) (i) the Notes becoming due and payable immediately upon Issuer, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, pursuant to or within the occurrence meaning of such Events any Bankruptcy Law: (a) commences a voluntary case, (b) consents to the entry of Default. Holders may not enforce this Note, except with an order for relief against it in an involuntary case, (c) consents to the approval of Holders appointment of a majority Custodian of it or for all or substantially all of its property, (d) makes a general assignment for the benefit of its creditors, or (e) admits, in aggregate principle amount of the Notes. The Agent may refuse writing, its inability generally to enforce the Notes unless it receives reasonable indemnity or security.pay its debts as they become due; or

Defaults and Remedies. Under the Indenture, Events of Default include (1i) a default in the Company fails to pay payment of principal of, or premium, if any, on the Notes when due the principal of any of the Notes at their Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; , (2ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the Company fails to pay an installment of interest on any failure by either of the Notes that continues Issuers or the Guarantors to comply for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 60 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50not less than 25% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) with any other covenant or other agreement contained in the event Indenture or the Notes, (iv) default in the payment at maturity (continued for the longer of any applicable grace, extension, forbearance or other similar period or 30 days) of any Indebtedness aggregating $25,000,000 or more of the Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom LLC which, if merged into each other, would constitute a Significant Subsidiary, or the acceleration of any such Indebtedness, which default shall not be cured or waived, or such acceleration shall not be rescinded or annulled, within 30 days after written notice thereof by the Holders of not less than 25% in principal amount of the Notes then outstanding, (v) any final judgment or judgments for the payment of money in excess of $25,000,000 (net of amounts covered by insurance) is rendered against the Issuers or a Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom LLC, which, if merged into each other, would constitute a Significant Subsidiary, and such judgment or judgments remain undischarged for any period of 60 consecutive days, during which a stay of enforcement of such judgment shall not be in effect, or (vi) the guarantee of any Guarantor ceasing to be in full force and effect (except as contemplated by the terms of the Indenture). Certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event are Events of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming being due and payable immediately upon the occurrence of such Events of Default. In addition, an Event of Default will occur if any Guarantor denies or disaffirms its obligations under the Indenture or its Restricted Subsidiary Guarantee. If an Event of Default occurs and is continuing (other than an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of not less than 25% in principal amount of the outstanding Notes may not enforce this Notedeclare the principal of and accrued and unpaid interest, except with if any, on all the approval of Notes to be due and payable immediately. Upon such a declaration, such principal and accrued and unpaid interest shall be due and payable immediately. Under limited circumstances, the Holders of a majority in aggregate principle principal amount of the Notesoutstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. Notwithstanding the foregoing, in the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, all outstanding Notes shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. The Agent Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or securitysecurity satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in the interest of the Holders.

Defaults and Remedies. The following events constitute "Events of Default include Default" under the Indenture: (1a) the Company fails to pay when due defaults in the payment of the principal of (or premium, if any, on) any of Note when the Notes same becomes due and payable at Stated Maturitymaturity, upon acceleration, redemption or otherwise; (2b) the Company fails to pay an installment defaults in the payment of interest on any of Note when the Notes that same becomes due and payable, and such default continues for a period of 30 (Thirty) days after the date when duedays; (3c) the Company defaults in the performance of, or breaches the provisions of, Article Five or fails to deliver shares make or consummate an Offer to Purchase in accordance with Section 4.10 or 4.17; (d) the Company defaults in the performance of Common Stockor breaches any covenant or agreement of the Company in the Indenture or under the Notes (other than a default specified in clause (a), together with cash in lieu of fractional shares(b) or (c) above), when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure default or breach continues for 10 a period of 30 consecutive days after written notice of default is given to the Company by the Agent Trustee or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount at maturity of the Notes then outstanding (a “Notice of Default”)outstanding; (5e) in the event of bankruptcy, insolvency or reorganization there occurs with respect to any issue or issues of Indebtedness of the Company or any Significant Subsidiary having an outstanding principal amount of $10 million or more in the aggregate for all such issues of all such Persons, whether such Indebtedness now exists or shall hereafter be created, (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 or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (II) the failure to make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (f) any final judgment or order (not covered by insurance) for the payment of money in excess of $10 million in the aggregate for all such final judgments or orders against the Company or any Significant Subsidiary (treating any deductibles, self-insurance or retention as not so covered) shall be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of 30 consecutive days following entry of the final judgment or order that causes the aggregate amount for all such final judgments or orders outstanding and not paid or discharged against all such Persons to exceed $10 million during which a stay of enforcement of such final judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; (6g) a court having jurisdiction in the Company’s filing of, premises enters a decree or order for (A) relief in respect of the Company or any Significant Subsidiaries’ filing ofSubsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (B) appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (h) the Company or any Significant Subsidiary (A) commences a voluntary petition seeking liquidationcase under any applicable bankruptcy, reorganization arrangementinsolvency or other similar law now or hereafter in effect, readjustment or consents to the entry of debts an order for relief in an involuntary case under any such law, (B) consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any other relief under Significant Subsidiary or (C) effects any general assignment for the federal bankruptcy codebenefit of creditors. If an Event of Default (other than an Event of Default specified Default, as defined in clause (5) or (6) of this paragraph 12) the Indenture, occurs and is continuing, the AgentTrustee may, or and at the direction of the Holders of at least 5025% (Fifty percent) in aggregate principal amount at maturity of the Notes at the time outstandingthen outstanding shall, may declare all the Notes to be due and payable immediatelypayable. An Event of Default under clause (5) If a bankruptcy or (6) of this paragraph 12 will result in insolvency default with respect to the Company occurs and is continuing, the Notes becoming automatically become due and payable immediately upon the occurrence of such Events of Defaultpayable. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, except with the approval of Holders of at least a majority in aggregate principle principal amount at maturity of the Notes. The Agent Notes then outstanding may refuse to enforce direct the Notes unless it receives reasonable indemnity Trustee in its exercise of any trust or securitypower.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due of interest on, or Special Interest, if any, with respect to the Notes; (ii) default in the payment when due of the principal of any of of, or premium, if any, on, the Notes when the same becomes due and payable at Stated Maturitymaturity, upon redemption (including in connection with an offer to purchase) or otherwise; (2iii) failure by the Company fails to pay an installment of interest on or any of its Restricted Subsidiaries to comply with Section 5.01 of the Notes that continues Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 of the Indenture for 30 (Thirty) 90 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent Trustee or the Holders of at least 25% in aggregate principal amount of the Notes including Additional Notes, if any, then outstanding to comply with any of the other agreements in the Indenture or the Notes; (v) failure by the Company and or any of its Restricted Subsidiaries to comply with any of the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained agreements in the Notes this Indenture for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent Trustee or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”)outstanding; (5vi) default under certain other agreements relating to Indebtedness of the Company which default results in the event acceleration of bankruptcy, such Indebtedness prior to its Stated Maturity; (vii) certain final judgments for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency or reorganization with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; (ix) except as permitted by the Indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of the Company is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and (6) effect or any Guarantor that is a Significant Subsidiary of the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts Person acting on its behalf denies or for any other relief disaffirms its obligations under the federal bankruptcy codesuch Guarantor’s Note Guarantee. If an any Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at may by written notice to the time outstanding, may Company declare all the Notes to be due and payable immediately. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) of this paragraph 12 insolvency, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of at least a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or premium, if any, or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, or Special Interest, if any, on, or the principal of, the Notes. The Agent may refuse Company is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company is required, within 30 days of becoming aware of any Default or securityEvent of Default that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include include: (1i) default for 30 days in the Company fails to pay payment when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes; (iii) failure by Suburban Propane for 90 days after notice to comply with the provisions under Section 10.03 of the Supplemental Indenture; (iv) failure by Suburban Propane or any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails its Restricted Subsidiaries to deliver shares of Common Stock, together comply with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes or the Supplemental Indenture, other than a default specified in either clause (i), (ii) or (iii) above, and the default continues for a period of 60 (Sixty) days after written notice of such failure, default requiring the Company Issuers to remedy the same, shall have been same is given to the Company Suburban Propane by the Agent Trustee or to the Company and the Agent by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”)outstanding; (5v) in the event failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of bankruptcy, insolvency or reorganization with respect to the Company any Indebtedness of Suburban Propane or any Significant Restricted Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the AgentSuburban Propane, or the Holders acceleration of at least 50% (Fifty percent) in the final stated maturity of any such Indebtedness if the aggregate principal amount of such Indebtedness, together with the Notes principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated, aggregates $30.0 million or more at any time; (vi) a final judgment or judgments, which is or are non-appealable and non-reviewable or which has or have not been stayed pending appeal or review or as to which all rights to appeal or review have expired or been exhausted, shall be rendered against Suburban Propane or any of its Restricted Subsidiaries; provided such judgment or judgments requires or require the time outstanding, may declare all the Notes to be due and payable immediately. An Event payment of Default under clause (5) or (6) money in excess of this paragraph 12 will result $30.0 million in the Notes becoming due aggregate and payable immediately upon the occurrence is not covered by insurance or discharged or stayed pending appeal or review within 60 days after entry of such Events judgment; and (vii) certain events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority bankruptcy or insolvency set forth in aggregate principle amount Section 5.01 of the Notes. The Agent may refuse Supplemental Indenture with respect to enforce the Notes unless it receives reasonable indemnity Suburban Propane, Finance Corp. or security.any Significant

Defaults and Remedies. Events An "Event of Default include Default" occurs if: (1i) the Company fails to pay Issuers default in the payment when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on any the Notes and the default continues for a period of 30 days (whether or not prohibited by the subordination provisions of the Notes that continues for 30 (Thirty) days after the date when dueIndenture); (3ii) the Company fails Issuers default in the payment when due of principal of or premium, if any, on the Notes (whether or not prohibited by the subordination provisions of the Indenture), (iii) the Issuers fail to deliver shares comply with Section 4.15 of Common Stockthe Indenture; (iv) the Issuers or any Guarantor fail to observe or perform any other covenant, together with cash warranty or other agreement in lieu of fractional shares, when such Common Stock the Indenture or cash in lieu of fractional shares is required to be delivered upon conversion of a Note the Notes and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, failure shall have been given to the Company Issuers by the Agent Trustee or to the Company Issuers and the Agent Trustee by the Holders of at least 5025 % (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”)outstanding; (5v) a default occurs under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by either Issuer or any of their respective Subsidiaries (or the payment of which is guaranteed by either Issuer or any of their respective Subsidiaries) whether such Indebtedness or guarantee now exists or is created after the date of the Indenture, which default results in the event acceleration of bankruptcysuch Indebtedness prior to its express maturity or shall constitute a default in the payment of such issue of Indebtedness at final maturity and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness the maturity of which has been so accelerated or which has not been paid at maturity, aggregates $10 million or more; (vi) Consoltex Group or any of its Subsidiaries fails to pay final judgments aggregating in excess of $10 million, which judgments are not satisfied or stayed for a period of 60 consecutive days; (vii) certain events of bankruptcy or insolvency or reorganization occur with respect to the Company Issuers or any Significant Subsidiary of their Subsidiaries; or (viii) except as permitted by the Indenture, any Guarantee shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and (6) the Company’s filing ofeffect or any Guarantor, or any Significant Subsidiaries’ filing ofPerson acting on behalf of any Guarantor, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts shall deny or for any other relief disaffirm its obligations under the federal bankruptcy code. If an Event Guarantee of Default (other than an Event such Guarantor and such condition shall have continued for a period of Default specified in clause (5) 60 days after written notice of such failure requiring the relevant Guarantor and the Issuers to remedy the same shall have been given to the issuers by the Trustee or (6) of this paragraph 12) occurs to the Issuers and is continuing, the Agent, or the Trustee by Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25 % in aggregate principal amount of the time outstanding, then outstanding Notes may declare all the Notes to be due and payable immediately: provided, that so long as any Indebtedness permitted to be incurred pursuant to clause (a) of the second paragraph of Section 4.09 of the Indenture shall be outstanding, such acceleration shall not be effective until the earlier of (i) an acceleration under any such Indebtedness or (ii) five Business Days after receipt by the Issuers and the agent (or, in the absence of such agent, the lender) under the Credit Agreement (so long as any Indebtedness is outstanding thereunder) of written notice of such acceleration of the Notes. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) insolvency with respect to the issuers or any of this paragraph 12 their respective Subsidiaries, all outstanding Notes will result in the Notes becoming become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except with a Default or Event of Default relating to the approval payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principle principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Agent Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, including with respect to any Restricted Payments made during such year, the basis upon which the calculations required by Section 4.07 of the Indenture were computed (which calculations may refuse be based upon Consoltex Group's latest financial statements), and the Issuers are required upon becoming aware of any Default or Event of Default, to enforce deliver to the Notes unless it receives reasonable indemnity Trustee a statement specifying such Default or securityEvent of Default.

Defaults and Remedies. The Events of Default include (1) relating to the Company fails to pay when due the principal of any Notes are defined in Section 6.01 of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeIndenture. If an any Event of Default (other than an Event of Default specified in clause clauses (56) or (67) of this paragraph 12Section 6.01 of the Indenture with respect to any of the Issuers or any Guarantor) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025.0% (Fifty percent) in aggregate principal amount of the then outstanding Notes at may, by written notice to the time outstandingIssuers, may declare all the then outstanding Notes to be due and payable immediately. An Upon the effectiveness of such declaration, Holders of the Notes will be entitled, notwithstanding such acceleration, maturity of such Notes of the commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (6) or (7) of Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Notwithstanding the foregoing, in the case of an Event of Default arising under clause clauses (56) or (67) of this paragraph 12 Section 6.01 of the Indenture with respect to any of the Issuers or any Guarantor, all outstanding Notes will result in the Notes becoming become due and payable immediately upon without further action or notice, and Holders of the occurrence Notes will be entitled, notwithstanding such acceleration, maturity of such Events Notes of Defaultthe commencement of bankruptcy, insolvency or liquidation proceedings or any other event of the nature described in clauses (6) or (7) of Section 6.01 of the Indenture, and irrespective of how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Issuers redeemed the Notes at their option at such time pursuant to Section 3.07 of the Indenture, which, for the avoidance of doubt, shall be 100% of the principal amount of Notes at such time plus the Applicable Premium (calculated as though such date were the Redemption Date), and accrued and unpaid interest, if any, to, such time, without prejudice to the rights of such Holders to receive any further accrued and unpaid interest from such date to the date of payment. Holders may not enforce this Notethe Indenture, the Notes or any Guarantees except with as provided in the approval of Indenture. Subject to certain limitations, Holders of a majority in aggregate principle principal amount of the Notesthen outstanding Notes may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse withhold from Holders notice of any continuing Default (except a Default relating to enforce the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes unless it receives reasonable indemnity then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or securityand its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuers are required within ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. Events An Event of Default include (1) with respect to the Company fails to pay when due Notes occurs upon the principal occurrence of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) following events: the Company fails to pay an installment default for 30 days in payment when due of interest on the Notes; the default in payment when due of the principal of or premium, if any, on the Notes; the failure by the Company to comply with Section 4.17 of the Indenture; the failure by the Parent or any of the Notes that continues Restricted Subsidiaries for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 60 days after written notice from the Trustee or Holders of default not less than 25% of the aggregate principal amount of the Notes (including Additional Notes, if any) outstanding to comply with any of its other agreements in the Indenture, Notes or the Note Guarantees; the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Parent or any Restricted Subsidiary, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is given to the Company not rescinded, annulled or otherwise cured within 30 days of receipt by the Agent Parent or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been so accelerated (in each case with respect to which the Company and 30-day period described above has passed), equals $50.0 million or more at any time; the Agent failure by the Holder Parent or any of such Note; (4) the Company fails Restricted Subsidiary to perform pay final judgments aggregating in excess of $50.0 million, which judgments remain unpaid, undischarged or observe any other term, covenant or agreement contained in the Notes unstayed for a period of 60 (Sixty) days after written notice days; certain events of such failure, requiring the Company to remedy the same, shall have been given bankruptcy or insolvency with respect to the Company Parent or any Restricted Subsidiary that is a Significant Subsidiary; or except as permitted by the Agent Indenture or the Note Guarantees, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or the Parent or any Restricted Subsidiary or any Person acting on behalf of the Parent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Parent, any Restricted Subsidiary that is a Significant Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Agent by the Trustee or Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this NoteSubject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the Notesthen outstanding Notes may direct the Trustee in its exercise of any trust or power. The Agent Trustee will be required to give notice to Holders within 90 days after a default of which the Trustee has knowledge under the Indenture unless the default has been cured or waived. The Trustee may refuse withhold from Holders notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, premium on, if any, and interest. Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any Holders of Notes unless such Holders have offered the Trustee, indemnity or security reasonably acceptable to it against any loss, liability or expense. Except to enforce the right to receive payment of principal, premium, if any, or interest, if any, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless it receives reasonable unless: such Holder has previously given Trustee written notice that an Event of Default is continuing; Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; such holder or holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to such Trustee against any loss, liability or securityexpense; Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and during such 60-day period, Holders of a majority in aggregate principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with such request. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture, if the rescission would not conflict with any judgment or decree, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest on, the Notes.

Defaults and Remedies. Events An Event of Default include will occur under the Indenture if: (1) the Company Issuer fails to pay when due make the principal payment of any of interest or Additional Interest on the Notes at Stated Maturitywhen the same becomes due and payable, upon redemption or otherwiseand such failure continues for a period of 30 days; (2) the Company Issuer fails to pay an installment make the payment of interest on any principal of, or premium, if any, on, any of the Notes that continues for 30 (Thirty) days after when the date when duesame becomes due and payable at its Stated Maturity, upon acceleration, required repurchase or otherwise; (3) the Company Issuer fails to deliver shares comply with Article 5; (4) the Issuer fails to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of Common Stockthe foregoing clause (1), together with cash in lieu of fractional shares, when such Common Stock (2) or cash in lieu of fractional shares is required to be delivered upon conversion of a Note (3)) and such failure continues for 10 30 days after written notice of default is given to the Company Issuer as provided in the Indenture; (5) upon a default under any Debt by the Agent Issuer or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or the Issuer or any of its Restricted Subsidiaries fails to pay any such Debt at maturity, in an aggregate amount greater than $20.0 million or its foreign currency equivalent at the time; (6) any final judgment or judgments for the payment of money in an aggregate amount in excess of $20.0 million (or its foreign currency equivalent at the time) shall be rendered against the Issuer or any Restricted Subsidiary and such judgment or judgments shall not be waived, satisfied or discharged for any period of 30 consecutive days during which a stay of enforcement shall not be in effect; or (7) certain events of bankruptcy or insolvency with respect to the Company Issuer or the Significant Subsidiaries occurs. If any Event of Default occurs and is continuing, the Agent by the Holder of such Note; (4) the Company fails to perform Trustee or observe any other term, covenant or agreement contained in the Notes for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 5025% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (Fifty percentexcept a Default or Event of Default relating to the payment of principal or interest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect by notice to the Company Trustee may on behalf of the Holders of all of the Notes waive any existing Default or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an and its consequences under the Indenture except a continuing Default or Event of Default specified in clause (5) the payment of interest or (6) of this paragraph 12) occurs and is continuing, the AgentAdditional Interest on, or the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstandingof, may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders may not enforce this Note, except with the approval of Holders of a majority in aggregate principle amount of the Notes. The Agent may refuse Issuer is required to enforce deliver to the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required upon becoming aware of any Default or securityEvent of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) the Company fails to pay a default in any payment of interest on any Security when due (whether or not such payment is prohibited by Article 13 of the Indenture), continued for 30 days, (ii) a default in the payment of principal of any of the Notes Security when due at its Stated Maturity, upon redemption optional redemption, upon required repurchase, upon declaration or otherwise; , whether or not such payment is prohibited by Article 13 of the Indenture, (2iii) the failure by the Company fails to pay an installment of interest on any comply with its obligations under Section 801 of the Notes that continues Indenture, (iv) the failure by the Company to comply for 30 (Thirty) days after the date when due; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice with any of default is given its obligations under Section 1016 of the Indenture or Sections 1003, 1009, 1010, 1011, 1012, 1013, 1014, 1015, 1017, 1019 or 1020 of the Indenture (in each case, other than a failure to purchase Securities when required under Sections 1016 or 1017 of the Indenture), (v) the failure by the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any comply for 60 days after notice with its other term, covenant or agreement agreements contained in the Notes for Securities or the Indenture, (vi) the failure by the Company or any Significant Subsidiary to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a period of 60 (Sixty) days after written notice default if the total amount of such failureIndebtedness unpaid or accelerated exceeds $25.0 million, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentvii) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company or a Significant Subsidiary, (viii) the rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) in excess of $25.0 million against the Company or a Significant Subsidiary that is not discharged, bonded or insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 90 days following such judgment or decree and is not discharged, waived or stayed or (6ix) the Company’s filing of, failure of any Subsidiary Guarantee of the Securities by a Subsidiary Guarantor made pursuant to Section 1020 of the Indenture to be in full force and effect (except as contemplated by the terms thereof or of the Indenture) or the denial or disaffirmation in writing by any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment such Subsidiary Guarantor of debts or for any other relief its obligations under the federal bankruptcy codeIndenture or its Subsidiary Guarantee if such Default continues for 10 days. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 50% (Fifty percent) a majority in aggregate principal amount of the Notes at the time outstanding, outstanding applicable Securities may declare all the Notes such Securities to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce this Notethe Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the NotesSecurities may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse to enforce the Notes unless withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it receives reasonable indemnity or securitydetermines that withholding notice is in their interest.

Defaults and Remedies. Events of Default include include: (1i) the Company fails failure to pay interest, or Liquidated Damages, on any Notes when the same becomes due and payable and the default continues for a period of 30 days; (ii) the failure to pay the principal of on any of the Notes Notes, when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwiseotherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer); (2iii) the failure to make a Change of Control Offer as described in Section 4.15 of the Indenture, failure to make a Net Proceeds Offer as described in Section 4.10 of the Indenture or a default in the observance or performance of the covenants described in Sections 4.7, 4.9 or 5.1, which default continues for a period of 30 days after the Company fails to pay an installment receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of interest on any at least 25% of the outstanding principal amount of the Notes that continues for 30 (Thirty) days after the date when dueexcept with respect to Section 5.1, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (3iv) the Company fails failure to deliver shares of Common Stock, together comply with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes Indenture which default continues for a period of 45 days after 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; (v) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary of the Company, or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within 20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration) if the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $10.0 million or more at any time; (vi) one or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged in writing) shall have been rendered against the Company or any of its Restricted Subsidiaries and such judgments remain undischarged, unpaid or unstayed for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent judgment or to the Company judgments become final and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”)non-appealable; (5vii) in the event certain events of bankruptcy, insolvency or reorganization with respect to bankruptcy affecting the Company or any of its Significant Subsidiaries as described in the Indenture; or (viii) any Guarantee of a Significant Subsidiary ceases to be in full force and (6) the Company’s filing of, effect or any Guarantee of a Significant Subsidiaries’ filing of, Subsidiary is declared to be null and void and unenforceable or any Guarantee of a voluntary petition seeking liquidation, reorganization arrangement, readjustment Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee (other than by reason of debts termination of the Indenture or for any other relief under release of a Guarantor from its Guarantee in accordance with the federal bankruptcy codeterms of the Indenture). If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, then outstanding may declare all the Notes to be due and payable immediately. An Event of Default under clause (5) or (6) of this paragraph 12 will result immediately in the Notes becoming due manner and payable immediately upon with the occurrence of such Events of Defaulteffect provided in the Indenture. Holders of Notes may not enforce this Notethe Indenture, the Notes or the Guarantees except with as provided in the approval Indenture. Subject to provisions of the Indenture relating to the duties of the Trustee, the Trustee is not obligated to enforce the Indenture, the Notes or the Guarantees unless it has received indemnity satisfactory to it. The Indenture permits, subject to certain limitations therein provided, Holders of a majority in aggregate principle principal amount of the NotesNotes then outstanding to direct the Trustee in its exercise of any trust or power conferred on it. The Agent Trustee may refuse to enforce the withhold from Holders of Notes unless notice of certain continuing Defaults or Events of Default if it receives reasonable indemnity or securitydetermines in good faith that withholding notice is in their interest.

Defaults and Remedies. Events (a) The Company is advised and recognizes that the Issuer will assign all of Default include its right, title, and interest in and to all of the Installment Loan Payments required to be made pursuant to this Loan Agreement, and the right to receive and collect same, to the Trustee under the Indenture. All rights of the Issuer (1other than Unassigned Issuer's Rights) against the Company fails arising under this Loan Agreement or the Indenture may be enforced by the Trustee, or the Registered Owners of the Bonds, to the extent provided in the Indenture, without making the Issuer a party. (b) The following shall constitute an "Event of Default" hereunder: (i) Payment of any Installment Loan Payment is not made when due and payable and such failure shall continue for one Business Day; or (ii) Payment of any amount due under this Loan Agreement other than Installment Loan Payments is not made when due and payable and such failure shall continue for fifteen (15) Business Days after the Trustee shall have given written notice to the Company specifying such default; or (iii) Failure to pay when due the principal of or interest on any Indebtedness of the Notes at Stated MaturityCompany for borrowed money, upon as and when the same shall become due and payable by the lapse of time, by declaration, by call for redemption or otherwise, and such default shall continue beyond the period of grace, if any, allowed with respect thereto; or (2iv) Default or the happening of any event shall occur under any indenture, agreement, or other instrument under which any Indebtedness of the Company fails for borrowed money in excess of $250,000 may be issued and such default or event shall continue for a period of time sufficient to pay an installment of interest on any permit the acceleration of the Notes that continues for 30 (Thirty) days after the date when due; (3) maturity of any Indebtedness of the Company fails outstanding thereunder; or (v) Default shall occur in the observance or performance of any covenant or agreement contained in Sections 7.9 through 7.12 hereof; (vi) Subject to deliver shares Section 7.1(c) of Common Stockthe Indenture relating to force majeure, together with cash in lieu of fractional sharesfailure by the Company to observe or perform any other covenant, when such Common Stock condition or cash in lieu of fractional shares is required agreement on its part to be delivered upon conversion observed or performed under the Indenture or the Loan Agreement, other than as referred to in subsections (i) through (v) inclusive above, for a period of a Note and such failure continues for 10 60 days after written notice of default notice, specifying such failure and requesting that it be remedied, is given to the Company by the Agent Issuer or to the Trustee; provided, however, that if the failure stated in the notice is such that can be remedied but not within such 60-day period, it shall not constitute an Event of Default if the default, in the judgment of the Trustee in reliance upon advice of counsel, is correctable without material adverse effect on the Bondholders and if corrective action is instituted by the Company, within such period and is diligently pursued until the default is remedied; or (vii) Final judgment or judgments for the payment of money aggregating in excess of $250,000 is or are outstanding against the Company or against any Property or assets of the Company and the Agent by the Holder any one of such Note; (4) the Company fails to perform judgments has remained unpaid, unvacated, unbonded or observe any other term, covenant unstayed by appeal or agreement contained in the Notes otherwise for a period of 60 days from the date of its entry; or (Sixtyviii) days after written notice The occurrence of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default under the Indenture. (other than c) Upon the occurrence of an Event of Default, the Trustee (or in the case of an Event of Default specified arising out of Unassigned Issuer's Rights, the Issuer) shall have the power to proceed with any right or remedy granted by the Constitution and laws of the Commonwealth, as it may deem best, including without limitation any suit, action or special proceeding in clause (5) equity or (6at law, including mandamus proceedings, for the specific performance of any agreement, obligation or covenant contained herein or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights of the Registered Owners, including without limitation, acceleration of all amounts payable hereunder; provided, however, any such proceedings shall be subject to the provisions of Section 7.1(c) of this paragraph 12) occurs and is continuing, the Agent, or Indenture relating to force majeure. Upon the Holders occurrence of at least 50% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An an Event of Default under clause (5) or (6Section 7.1(a)(ii) of this paragraph 12 will result in the Notes becoming due Indenture and payable immediately upon the occurrence of such Events any other Event of Default. Holders may Default under the Indenture pursuant to the terms of which the Trustee shall have declared the Bonds immediately due and payable, then all payments required to be made by the Company under Section 6.4(b) (other than interest not enforce yet accrued) shall become immediately due and payable. (d) Any amounts collected for non-payment of amounts described in Section 6.4 hereof pursuant to actions taken under this Note, except Section shall be paid into the Debt Service Fund and applied in accordance with the approval of Holders of a majority in aggregate principle amount provisions of the Notes. The Agent may refuse to enforce the Notes unless it receives reasonable indemnity or securityIndenture.

Defaults and Remedies. Under the Indenture, Events of Default include (1) the Company fails to pay when due the principal of or premium, if any, on any of the Notes at Stated Maturitymaturity, upon redemption or exercise of a repurchase right or otherwise, whether or not such payment is prohibited by Article 11 of the Indenture; (2) the Company fails to pay an installment of interest (including liquidated damages, if any) on any of the Notes that continues for 30 (Thirty) days after the date when due, whether or not such payment is prohibited by Article 11 of the Indenture; (3) the Company fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Notedelivery date; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture for a period of 60 (Sixty) days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent Trustee or to the Company and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”)outstanding; (5) (A) one or more defaults in the event payment of principal of or premium, if any, on any of the Company's Indebtedness aggregating $5.0 million or more, when the same becomes due and payable at the scheduled maturity thereof, and such default or defaults shall have continued after any applicable grace period and shall not have been cured or waived within a 30-day period after the date of such default or (B) any of the Company's Indebtedness aggregating $5.0 million or more shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the scheduled maturity thereof and such acceleration is not rescinded or annulled within a 30-day period after the date of such acceleration; and (6) certain events of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) the Company’s filing of, or any Subsidiaries of the Company which in the aggregate would constitute a Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeSubsidiary. If an Event of Default (other than an Event of Default specified in clause (56) or (67) of this paragraph 12Section 6.01 of the Indenture) occurs and is continuing, the AgentTrustee, or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce this Note, the Indenture or the Notes except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default (except a Default in payment of amounts specified in clause (1) or (2) above) if it determines that withholding notice is in their interests.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) the Company fails to pay default for 30 days in payment of interest when due on the Securities; (ii) default in payment of principal of any on the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption pursuant to paragraphs 5 and 6 of the Notes at Stated MaturitySecurities, upon redemption declaration or otherwise; (2iii) the failure by the Company fails to pay an installment comply with its obligations under ARTICLE IV of interest on the Indenture, (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the Notes that continues covenants described under SECTION 3.9 of the Indenture or under other covenants specified in the Indenture (in each case, other than a failure to purchase Securities, which shall constitute an Event of Default under clause (ii) above), (v) the failure by the Company to comply for 30 (Thirty) 60 days after the date when due; (3) the Company fails to deliver shares of Common Stock, together notice with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any its other term, covenant or agreement agreements contained in the Notes for Indenture, (vi) Indebtedness of the Company or any Restricted Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a period of 60 (Sixty) days after written notice default and the total amount of such failureIndebtedness unpaid or accelerated exceeds $5.0 million (the "cross acceleration provision"), requiring the Company to remedy the same, shall have been given to the Company by the Agent or to the Company and the Agent by the Holders of at least 50% (Fifty percentvii) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event certain events of bankruptcy, insolvency or reorganization with respect to of the Company or a Significant Subsidiary (the "bankruptcy provisions"), (viii) any judgment or decree for the payment of money in excess of $5.0 million is rendered against the Company or a Significant Subsidiary and such judgment or decree shall remain undischarged or unstayed for a period of 60 days after such judgment becomes final and non-appealable (6the "judgment default provision") or (ix) any Subsidiary Guarantee ceases to be in full force and effect (except as contemplated by the Company’s filing of, terms of the Indenture) or any Significant Subsidiaries’ filing ofSubsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, a voluntary petition seeking liquidation, reorganization arrangement, readjustment default under clauses (iv) and (v) will not constitute an Event of debts Default until the Trustee or for any other relief under the federal bankruptcy codeholders of more than 25% in principal amount of the then outstanding Securities notify the Company of the default and the Company does not cure such default within the time specified in clauses (iv) and (v) hereof after receipt of such notice. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, Securities may declare all the Notes Securities to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming Securities being due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce this Note, the Indenture or the Securities except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Notes Indenture or the Securities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default in payment of principal or interest) if it determines that withholding notice is in their interest.

Defaults and Remedies. (a) Events of Default include under the Indenture include: (1i) the Company fails failure to pay interest the Notes, when the same becomes due and payable if such default continues for a period of 30 days, (ii) the failure to pay principal of any of the Notes when such principal becomes due and payable, at Stated Maturitymaturity, upon redemption or otherwise; (2iii) failure by the Company fails or any Restricted Subsidiary to pay an installment comply with Sections 4.10 or 4.14 of interest on the Indenture; (iv) failure by the Company or any Restricted Subsidiary for 60 days after notice to comply with any of its other agreements in the Notes that continues Indenture or this Note; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for 30 money borrowed by the Company or any of its Restricted Subsidiaries (Thirtyor the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) days whether such Indebtedness or Guarantee now exists, or is created after the date when due; (3) Issue Date, which default results in the Company fails acceleration of such Indebtedness prior to deliver shares its express maturity and, in each case, the principal amount of Common Stockany such Indebtedness, together with cash in lieu the principal amount of fractional sharesany other such Indebtedness or the maturity of which has been so accelerated, when such Common Stock aggregates $15.0 million or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such more; (vi) failure continues for 10 days after written notice of default is given to by the Company or any of its Restricted Subsidiaries to pay final judgments not subject to appeal aggregating in excess of $15.0 million (net of applicable insurance coverage which is acknowledged in writing by the Agent insurer), which judgments are not paid, vacated, discharged or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes stayed for a period of 60 days; and (Sixtyvii) days after written notice certain events of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Agent bankruptcy or to the Company and the Agent by the Holders of at least 50% (Fifty percent) in aggregate principal amount of the Notes then outstanding (a “Notice of Default”); (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6) of the Company’s filing of, or 's Restricted Subsidiaries. (b) If any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy code. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the Agent, Trustee or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the then outstanding Notes at the time outstanding, may declare all the Notes to be due and payable immediatelypayable. An Notwithstanding the foregoing, in the case of an Event of Default under clause (5) arising from certain events of bankruptcy or (6) of this paragraph 12 will result in the insolvency, all outstanding Notes becoming shall become due and payable immediately upon the occurrence of such Events of Defaultwithout further action or notice. Holders may not enforce this Notethe Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest. Except as provided in the Indenture, the Holders of a majority in principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture, except a continuing Default or Event of Default in the payment of interest on, or principal of, the Notes. The Agent may refuse Company shall deliver to enforce the Notes unless it receives reasonable indemnity Trustee annually a statement regarding compliance with the Indenture, and the Company, upon becoming aware of any Default or securityEvent of Default, deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include (1) the Company Issuer fails to pay when due the principal of on any of the Notes at Stated Maturity, upon redemption maturity or exercise of a repurchase right or otherwise; (2) the Company Issuer fails to pay an installment of interest (including Liquidated Damages and Additional Interest Amounts, if any) on any of the Notes that continues for 30 (Thirty) days after the date when due; (3) the Company Issuer fails to deliver shares of Common Stock, together with cash in lieu of fractional shares, when such Common Stock or cash in lieu of fractional shares is required to be delivered upon conversion of a Note and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Notedelivery date; (4) the Company Issuer fails to give notice regarding a Change of Control within the time period specified in the Indenture; (5) the Issuer fails to perform or observe any other term, covenant or agreement contained in the Notes or the Indenture for a period of 60 (Sixty) days after receipt by the Issuer of a written notice of such failure, requiring the Company Issuer to remedy the same, shall have been given to the Company by the Agent Trustee or to the Company Issuer and the Agent Trustee by the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes then outstanding outstanding; (6) (A) the Issuer or any Significant Subsidiary fails to make any payment by the end of the applicable grace period, if any, after the final scheduled payment date for such payment with respect to any indebtedness for borrowed money in an aggregate principal amount in excess of $50 million or (B) indebtedness for borrowed money of the Issuer or any Significant Subsidiary in an aggregate principal amount in excess of $50 million shall have been accelerated or otherwise declared due and payable, or required to be prepaid or repurchased (other than by regularly scheduled required prepayment) prior to the scheduled maturity thereof as a “result of a default with respect to such indebtedness, in either case without such indebtedness referred to in subclause (A) or (B) hereof having been discharged, cured, waived, rescinded or annulled, for a period of 30 days after receipt by the Issuer of a Notice of Default”; (7) the Issuer fails to pay, when due, the principal of or any amounts due upon acceleration of, any of the notes issued pursuant to the Citadel Securities Purchase Agreement (including the "First Notes" (as such term is defined in the Citadel Securities Purchase Agreement)); and (5) in the event 8) certain events of bankruptcy, insolvency or reorganization with respect to the Company Issuer or any Significant Subsidiary and (6) the Company’s filing of, or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeSubsidiary. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 128) above) occurs and is continuing, the AgentTrustee, or the Holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes at the time outstanding, may declare all the Notes to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes becoming due and payable immediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce this Note, the Indenture or the Notes except with as provided in the approval of Holders of a majority in aggregate principle amount of the NotesIndenture. The Agent Trustee may refuse to enforce the Indenture or the Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes at the time outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Noteholders notice of any continuing Default (except a Default in payment of amounts specified in clause (1) or (2) above) if it determines that withholding notice is in their interests.

Defaults and Remedies. Under the Indenture, Events of Default include (1i) default in the payment of contingent interest when the same becomes due and payable or of interest which becomes due and payable upon exercise by the Company fails to pay when due the principal of any of the Notes at Stated Maturity, upon redemption or otherwise; (2) the Company fails to pay an installment of interest on any of the Notes that its option provided for in paragraph 11 hereof which default in either case continues for 30 (Thirty) days after the date when duedays; (3ii) default in payment of the Principal Amount at Maturity (or, if the Securities have been converted to semiannual coupon notes following a Tax Event, the Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, or Purchase Price, in respect of the Securities when the same becomes due and payable; (iii) failure by the Company fails or any Guarantor to deliver shares comply with other agreements in the Indenture or the Securities, subject to notice and lapse of Common Stock, time; (iv) (a) failure of the Company to make any payment by the end of any applicable grace period after maturity of Debt in an amount (taken together with cash amounts in lieu (b) below) in excess of fractional shares$10,000,000, when or (b) an acceleration of Debt has occurred in an amount (taken together with amounts in (a) above) in excess of $10,000,000 because of a default with respect to such Common Stock Debt without such Debt having been discharged or cash such acceleration having been cured, waived, rescinded or annulled, subject to notice and lapse of time; provided, however, that if any such failure or acceleration referred to in lieu (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of fractional shares is required Default by reason thereof shall be deemed not to have occurred; (v) if any Guarantee ceases to be delivered upon conversion in full force and effect or is declared null and void or any Guarantor denies that it has any further liability under any Guarantee, or gives notice to such effect (other than by reason of a Note the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture) and such failure continues for 10 days after written notice of default is given to the Company by the Agent or to the Company and the Agent by the Holder of such Note; (4) the Company fails to perform or observe any other term, covenant or agreement contained in the Notes condition shall have continued for a period of 60 (Sixty) 30 days after written notice of such failure, failure requiring the Guarantor and the Company to remedy the same, same shall have been given (x) to the Company by the Agent Trustee or (y) to the Company and the Agent Trustee by the Holders holders of at least 5025% (Fifty percent) in aggregate principal amount of the Notes Securities then outstanding (a “Notice of Default”)outstanding; (5) in the event of bankruptcy, insolvency or reorganization with respect to the Company or any Significant Subsidiary and (6vi) the Company’s filing of, certain events of bankruptcy or any Significant Subsidiaries’ filing of, a voluntary petition seeking liquidation, reorganization arrangement, readjustment of debts or for any other relief under the federal bankruptcy codeinsolvency. If an Event of Default (other than an Event of Default specified in clause (5) or (6) of this paragraph 12) occurs and is continuing, the AgentTrustee, or the Holders of at least 5025% (Fifty percent) in aggregate principal amount Principal Amount at Maturity of the Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payable immediately. An Event Certain events of bankruptcy or insolvency are Events of Default under clause (5) or (6) of this paragraph 12 which will result in the Notes Securities becoming due and payable immediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce this Notethe Indenture or the Securities except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Securities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, except with the approval of Holders of a majority in aggregate principle amount Principal Amount at Maturity of the NotesSecurities at the time outstanding may direct the Trustee in its exercise of any trust or power. The Agent Trustee may refuse to enforce the Notes unless withhold from Securityholders notice of any continuing Default (except a Default in payment of amounts specified in clause (i) or (ii) above) if it receives reasonable indemnity or securitydetermines that withholding notice is in their interests.