Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. Events of Default include: (i) the 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 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the 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 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 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 An Event of Default includewith respect to the Notes occurs upon the occurrence of any of the following events: (i) the 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 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 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under comply with Section 4.03 4.17 of the Indenture) after ; the failure by the Company receives or any of the Restricted Subsidiaries for 60 days after written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least not less than 25% of the then-outstanding aggregate principal amount of the then outstanding Notes (except including Additional Notes, if any) to comply with any of its other agreements in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)Notes or the Note Guarantees; (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity)Restricted Subsidiary, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedso accelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $50.0 200.0 million or more at any time; (v) one the failure by the Company or more any Restricted Subsidiary to pay final judgments in an aggregate amount aggregating in excess of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such 200.0 million, which judgments remain undischargedunpaid, unpaid undischarged or unstayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; (vi) certain events of bankruptcy affecting or insolvency with respect to the Company or any of its Restricted Subsidiary that is a Significant SubsidiariesSubsidiary; and (vii) with respect to any Collateral having a fair market value in excess of $50 million, individually or in except as permitted by 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 security interest with respect to such Collateral under any Security Document Indenture or the Intercreditor Agreement Note Guarantees, any Note Guarantee shall fail be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason 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 Guarantor, in Restricted Subsidiary or any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Person acting on behalf of the then-outstanding Notes may declare all the Notes to be due and payableCompany or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiariesSubsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the IndentureIf any other Event of Default occurs and is continuing, the Security Documents, Trustee or Holders of at least 25% in aggregate principal amount of the Intercreditor Agreement or then outstanding Notes may declare all the Notes except as provided in the Indenture, the Security Documents to be due and the Intercreditor Agreement, as applicablepayable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee 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. 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 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 determines that withholding notice is against any costs, expenses and liabilities to be incurred in their interestcompliance 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 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 written request. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by written notice to the Trustee, Trustee may, on behalf of the Holders of all of the NotesHolders, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture 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, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the failure payment when due of interest on, or Liquidated Damages, if any, with respect to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay the principal on any Notes payment when such principal becomes due and payable, (at fixed maturity, upon redemption or otherwise (including otherwise) of the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer principal of, or a Net Proceeds Offer premium, if any, on the date specified for such payment in the applicable offer to purchase)Notes; (iii) a default 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 Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Indenture; (v) failure by Targa Resources or any of its Restricted Subsidiaries for 60 days after written notice to comply with any of the other agreements in the observance Indenture; (vi) default under certain other agreements relating to Indebtedness of Targa Resources Partners or performance any of any other covenant or agreement contained its Restricted Subsidiaries, which default results in the Indenture if acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the default continues payment of money that remain undischarged for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)days; (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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; (viviii) certain events of bankruptcy affecting or insolvency with respect to the Company Issuers or any of its Targa Resources Partners’ Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viiix) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Note Guarantee is held in any judicial proceeding to such Collateral under be unenforceable or invalid or ceases for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable’s Note Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Finance Corp., Targa Resources Partners or any Restricted Subsidiary of its Targa Resources Partners that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal principal, interest or interest) premium or Liquidated Damages, if it determines that withholding notice is in their interestany. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by notice to the Trustee, 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 Company is Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers and the Guarantors are 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 of Default with respect to the Notes include: (i) default for 30 days in the failure payment when due of interest on, with respect to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay the principal on any Notes payment when such principal becomes due and payable, (at maturity, upon redemption or otherwise 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 or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchaseOffer); (iii) a default in failure by the observance or performance of any other covenant or agreement contained in the Indenture if the default continues Company for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after notice to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding 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 default with respect to Section 5.01 of the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirementrequirement and (ii) as otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Company, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedso accelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $50.0 500.0 million or more at any time; (v) one the Company or more judgments 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 aggregate amount 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 excess writing of $50.0 million shall have been rendered 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 Significant Restricted Subsidiaries and such judgments remain undischargedthat is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, unpaid or unstayed for taken together, would constitute a period Material Subsidiary in an involuntary case; appoints a custodian 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 (vii) with respect to Restricted Subsidiaries that is a Material Subsidiary or any Collateral having a fair market value in excess group of $50 million, individually or in the aggregate, unless such Collateral has been released from the Liens in accordance with the provisions Restricted Subsidiaries of the IndentureCompany that, taken together, would constitute a Material Subsidiary or for all or substantially all of the Security Documents and the Intercreditor Agreement, (x) the security 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 property of the Company or any Guarantorof 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 the order or decree remains unstayed and in effect for 60 consecutive days. If any pleading in any court Event of competent jurisdiction, that any security interest Default with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain the events of bankruptcy or insolvency specified in clauses (v) or (vi) in the second preceding paragraph above occurring with respect to the Company or any of its Significant SubsidiariesCompany, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest 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 then-outstanding, by notice to the Trustee, Trustee may, on behalf of the Holders of all of the NotesHolders, 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (ia) the failure to pay a Default in any payment of interest on any Notes Note of such series when the same becomes due and payable if the occurs, and such default continues for a period of 30 days; (iib) a Default in the failure to pay payment of the principal of or premium, if any, on any Notes Note of such series when such principal the same becomes due and payable, payable at maturityits Stated Maturity occurs, upon optional redemption or otherwise otherwise; (including c) the failure Company or any guarantor fails to make a payment to purchase Notes tendered pursuant to a Change comply with any of Control Offer or a Net Proceeds Offer on the date specified for such payment its agreements in the Notes, the Indenture or any guarantee of the Notes, as applicable offer (other than those referred to purchase)in (a) or (b) above) and such failure continues for 90 days after the notice specified below; (iiid) a default 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 observance or performance of extent contemplated by this Indenture and any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case such guarantee of the covenant described under Section 4.03 Notes; and (e) certain events of the Indenture) after bankruptcy or insolvency involving the Company receives 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 specifying to the default (and demanding that such default be remediedCompany) from the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the outstanding Notes of such series (except in by written notice to the case of a default with respect to Section 5.01 Company and the Trustee) gives notice of the IndentureDefault and the Company does not cure such Default within the time specified in said clause (c) after receipt of such notice. Such notice must specify the Default, which will constitute an Event of Default with demand that it be remedied and state that such notice requirement but without such passage is a “Notice of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableDefault”. If an Event of Default (other than an Event of Default specified in clause (vi) above occurs and is continuing with respect to the Company) occurs and is continuingNotes of this series, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes of this series may declare all the Notes of this series to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency involving the Company or any are Events of its Significant Subsidiaries, all outstanding Default which will result in the Notes will become of this series being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes unless it receives indemnity and/or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes of this series may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it in good faith determines that withholding notice is in not opposed to their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, by notice to the Trustee, may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable if and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes 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 on the date specified for such payment in the applicable offer to purchase); otherwise, (iii) a default in the observance failure of the Company or performance of any other Guarantor to comply with any covenant or agreement contained in the Indenture if the Indenture, which default continues for a period of 60 90 days after the Company receives a written notice specifying the default (or 180 120 days after such a notice in the case event of the covenant described a Default under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (including any Additional Notes subsequently issued under this Indenture) (except in the case of a default with respect to Section 5.01 of the Indenture5.01, 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 stated maturity (the principal amount of any indebtedness after giving effect to any applicable grace periods and any extensions thereofof time for payment of such indebtedness; or (B) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or results in the acceleration of the final stated maturity of any such Indebtednessindebtedness prior to its express maturity, if and in each case, the aggregate principal amount of such Indebtedness, together with the principal amount 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 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 timeacceleration; (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 (vii) 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, (xvi) the security interest with respect to such Collateral under failure of any Security Document or the Intercreditor Agreement shall fail Note Guarantee by any Significant Subsidiary 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default effect (other than an Event in accordance with the terms of Default specified in clause (visuch Note Guarantee and the Indenture) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of the Guarantors denies its Significant Subsidiaries, all outstanding Notes will become due liability under its Note Guarantee and payable without further action or noticesuch Default continues for 10 days. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, interest or interestSpecial Interest, 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 then-outstanding, by written notice to the Trustee, Trustee may, on behalf of all the Holders of all of the Notes, rescind an acceleration or waive any 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 interest on, or the principal of, premium on, if any, interest or Special Interest, if any, on, the NotesNotes (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 obtaining knowledge 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 of Default include: (i) the 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 daysdays (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal 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 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); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents Indenture and the Intercreditor Agreement, as applicableTrust Indenture Act. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 interestinterest 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-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 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 of Default include: (i) default for 30 days in the failure payment when due of interest on, or Liquidated Damages, if any, with respect to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay the principal on any Notes payment when such principal becomes due and payable, (at stated maturity, upon redemption or otherwise (including otherwise) of the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer principal of, or a Net Proceeds Offer premium, if any, on the date specified for such payment in the applicable offer to purchase)Notes; (iii) a default 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 Indenture or to comply with Section 5.01 of the Indenture; (iv) failure by Targa Resources Partners for 90 days after notice to comply with Section 4.03 of the Indenture; (v) failure by Targa Resources or any of its Restricted Subsidiaries for 60 days after written notice to comply with any of the other agreements in the observance Indenture; (vi) default under certain other agreements relating to Indebtedness of Targa Resources Partners or performance any of any other covenant or agreement contained its Restricted Subsidiaries, which default results in the Indenture if acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments for the default continues payment of money that remain undischarged for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)days; (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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; (viviii) certain events of bankruptcy affecting or insolvency with respect to the Company Issuers or any of its Targa Resources Partners’ Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viiix) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Note Guarantee is held in any judicial proceeding to such Collateral under be unenforceable or invalid or ceases for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable’s Note Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Finance Corp., Targa Resources Partners or any Restricted Subsidiary of its Targa Resources Partners that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries of Targa Resources Partners that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal principal, interest or interest) premium or Liquidated Damages, if it determines that withholding notice is in their interestany. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by notice to the Trustee, 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 Company is Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is Issuers and the Guarantors are 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 of Default include: (i) default for 30 days in the failure to pay payment when due of interest or Special Interest, if any, on any Notes when of the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay payment when due of the principal of or premium, if any, on any Notes when such principal becomes due and payableof the Notes, 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in failure by the observance Company or performance 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 covenant or agreement contained in the Indenture if or the default continues Security Documents for a period of 60 30 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after notice to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes then outstanding voting as a single class; (except in the case of a v) default with respect under certain other agreements relating to Section 5.01 Indebtedness of the Indenture, Company and its Subsidiaries which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) default is caused by the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity)of, or interest or premium, if any, on, such Indebtedness, or results in 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 prior to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any timeits express maturity; (vvi) one or more final judgments in an aggregate amount in excess for the payment of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such judgments money that remain undischarged, unpaid or unstayed undischarged for a period of 60 days after days, provided the aggregate amount of such judgment or judgments become final and non-appealableexceeds $25.0 million (excluding those covered by insurance); (vivii) 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 breach by any Person (other than the Company and its Subsidiaries) of its 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 affecting or insolvency with respect to the Company or any of its Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents Indenture and the Intercreditor Collateral Trust Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, interest or interestpremium or Special Interest, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest onprincipal of, or the principal ofpremium, if any, or interest or Special Interest, if any, on, the Notes. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, Issuers are 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 of Default include: (i) the failure to pay Company defaults for 30 days in the payment when due of interest on any on, or Liquidated Damages with respect to, the Notes when whether or not prohibited by the same becomes due and payable if subordination provisions of the default continues for a period of 30 daysIndenture; (ii) the failure to pay Company defaults in the principal on any Notes payment when such principal becomes due and payable, (at maturity, upon redemption or otherwise (including otherwise) of the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer principal of, or a Net Proceeds Offer premium, if any, on the date specified for such payment Notes (including, but not limited to, amounts due in connection with Mandatory Redemption), whether or not prohibited by the applicable offer to purchase); subordination provisions of the Indenture, (iii) a default 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) of the first paragraph of Section 4.10 be set forth in an Officers' Certificate delivered to the observance Trustee, with respect to which the Event of Default described in clause (5) of the paragraph will apply), 4.15 or performance 5.01 of the Indenture; (iv) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.07 or 4.09 of the Indenture such failure continues for 30 days; (v) the Company or any of its Subsidiaries fails to observe or perform any other covenant covenant, representation, warranty or other agreement contained in the Indenture if or the default continues Notes for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after notice to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except in the case of then outstanding voting as a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)single class; (ivvi) the failure default under certain other agreements relating to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or which default results in 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 prior to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any timeits express maturity; (vvii) one or more certain final judgments in an aggregate amount in excess of $50.0 million shall have been rendered against the Company or any Restricted Subsidiary for the payment of its Significant Subsidiaries and such judgments money that remain undischarged, unpaid or unstayed undischarged for a period of 60 days after such judgment or judgments become final and non-appealabledays; (viviii) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) insolvency with respect to the Company, any Collateral having Restricted Subsidiary that is a fair market value in excess Significant Subsidiary or any group of $50 millionRestricted Subsidiaries that, individually or in the aggregatetaken as a whole, unless such Collateral has been released from the Liens in accordance with the provisions of would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Subsidiary Guarantee shall be held in any judicial proceeding to such Collateral under be unenforceable or invalid or shall cease for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable's Subsidiary Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 interestinterest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, 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 Each of the following constitutes an Event of Default includewith respect to the Notes: (i) default in the failure to pay payment of any installment of interest on any upon the Notes as and when the same becomes due and payable if the payable, and continuance of such default continues for a period of 30 days; (ii) default in the failure to pay payment of all or any part of the principal on any of the Notes as and when such principal becomes the same shall become due and payable, payable either at maturityStated Maturity, upon redemption any redemption, by declaration 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 on the date specified for such payment in the applicable offer to purchase)otherwise; (iii) default in the performance, or breach, of any covenant or agreement of the Issuer or the Guarantor in respect of the Notes (other than a covenant or agreement in respect of the Notes a default in the observance or performance of any other covenant which or agreement contained the breach of which is elsewhere in the Indenture if the this Section is specifically dealt with) and continuance of such default continues or breach for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenturea Reporting Failure) after there has been given to the Company receives written notice specifying Issuer and the default (and demanding that such default be remedied) from Guarantor by the Trustee or to the Issuer, the Guarantor and the Trustee by the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except in the case of Outstanding Notes, a written notice specifying such default with respect or breach and requiring it to Section 5.01 of the Indenture, which will constitute an Event of Default with be remedied and stating that such notice requirement but without such passage is a “Notice of time requirement)Default” hereunder; (iv) certain events of bankruptcy, insolvency or reorganization with respect to the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 IndebtednessIssuer or, if and so long as the aggregate principal amount of Notes are guaranteed by a Guarantor, 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 timeGuarantor; (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 (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Guarantee ceasing to be in full force and effecteffect (except as otherwise provided in the Indenture), for being declared in any reasonjudicial proceeding to be null and void, or being denied or disaffirmed by the applicable Guarantor; and such failure should continue for 60 days (vi) either (1) default in the payment of any Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer after the expiration of any applicable grace period after final maturity or (y2) the assertion acceleration of Indebtedness of the Issuer, the Guarantor or any Subsidiary of the Issuer by the Company or any Guarantorholders thereof because of a default and, in any pleading in any court either case, the total amount of competent jurisdictionthe Indebtedness unpaid or accelerated exceeds $50 million; provided, however, that the occurrence of any security interest with respect to such Collateral under any Security Documents or of the Intercreditor Agreement is invalid or unenforceable. 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 (viiv) above with respect to the Company) above, occurs and is continuing, then, unless the principal of and accrued and unpaid interest on all the Notes shall have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding then Outstanding Notes may declare the principal of and interest on all the Notes to be due and payable. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy with respect to or insolvency, then in each and every such case, unless the Company or any principal of its Significant Subsidiariesand accrued and unpaid interest on all the Notes shall have already become due and payable, the principal of and interest on all outstanding the Notes will shall become due and payable immediately, without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then-outstanding then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it the Trustee determines in good faith that withholding notice is in their interestthe Holders’ interests. The Holders of not less than a majority in aggregate principal amount of the Notes then-outstanding, then Outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing past 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, or premium, if any, on, the NotesNotes or an Event of Default relating to a provision of the Indenture that cannot be amended without the consent of each Holder affected thereby. The Company Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Partnership is required, upon becoming aware required within 30 days after the occurrence of any Default or Event of Default, Default to deliver to the Trustee a statement specifying such Default or Event of DefaultDefault and certain additional information.

Defaults and Remedies. Events If an Event of Default include: 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 Indenture. Upon payment of the amount of principal so declared due and payable, all obligations of the Company in respect of the payment of the principal of and interest on the Notes shall terminate. No Holder of Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver, assignee, trustee, liquidator or sequestrator (or similar official) or for any other remedy hereunder (except actions for payment of overdue principal of, and premium, if any, or interest on such Notes in accordance with its terms), unless (i) such Holder has previously given written notice to the failure Trustee of an Event of Default and the continuance thereto with respect to pay interest on any Notes when the same becomes due and payable if Notes, specifying an Event of Default, as required under the default continues for a period of 30 daysIndenture; (ii) the failure Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made written request to pay the principal on any Notes when Trustee to institute proceedings in respect of such principal becomes due and payable, at maturity, upon redemption or otherwise (including Event of Default in its own name as Trustee under 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)Indenture; (iii) a default in the observance such Holder or performance of any other covenant or agreement contained in the Indenture Holders have offered, and if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from requested, provided to the Trustee or indemnity satisfactory to it against the Holders of at least 25% of the then-outstanding principal amount of the Notes (except costs, expenses and liabilities to be incurred in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default compliance with such notice requirement but without such passage of time requirement)request; (iv) the failure Trustee has failed to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 institute any such Indebtedness, if the aggregate principal amount proceeding for 60 days after its receipt of such Indebtednessnotice, together with the principal amount request and offer 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 timeindemnity; and (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 no direction inconsistent with 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 (vii) with respect to any Collateral having a fair market value in excess of $50 million, individually or in the aggregate, unless such Collateral written request has been released from given to the Liens in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect to Trustee during 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 60-day period by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the 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 principal amount of the Notes then-outstandingOutstanding Notes, it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by notice to the Trusteevirtue of, mayor by availing of, on behalf any provision of the Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under the Indenture, except in the manner provided in the Indenture and for the equal and ratable benefit of all of such Holders. The foregoing shall not apply to any suit instituted by the Notes, waive Holder of this Note for the enforcement of 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, and premium, if any, or interest hereon, on or after the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultrespective due dates expressed herein.

Defaults and Remedies. Events Any of Default includethe following events constitutes an "Event of Default" under the Indenture: (ia) default in the failure to pay interest on payment of principal of (or Redemption Price, on) any Notes Note when the same becomes due and payable if at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (iic) default in the failure to pay performance or breach of Article Five of the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption Indenture or otherwise (including the failure to make a payment or consummate an Offer to purchase Notes tendered pursuant to a Change Purchase in accordance with Section 4.11 or Section 4.12 of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase)Indenture; (iiid) a default in the observance or performance of or breach of any other covenant or agreement contained of the Company in the Indenture if or under the Notes (other than a default specified in clause (a), (b) or (c) above), and such default or breach continues for a period of 60 30 consecutive days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the thenNotes then Outstanding: (e) 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; (g) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company 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 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 case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the 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 or any Significant Subsidiary or for all or substantially all of the property and assets of the Company or any Significant Subsidiary or (C) effects any general assignment for the benefit of creditors. If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee may, and at the direction of the Holders of at least 25% in aggregate principal amount of the Notes may then Outstanding shall, 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 If a bankruptcy or insolvency default with respect to the Company or any of its Significant Subsidiariesoccurs and is continuing, all outstanding the Notes will automatically become due and payable without further action or noticepayable. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may require indemnity satisfactory to it before it enforces the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes. Subject to certain limitations, Holders of at least a majority in principal amount of the then-outstanding Notes then Outstanding may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default 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 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 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 of Default include: (i) default for 30 days in the failure to pay payment when due of interest on any 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 same becomes due and payable if Indenture or otherwise as required pursuant to the Indenture or Notes; (iv) failure by the Company or any of its Restricted Subsidiaries for 30 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 continues under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged for a period of 30 days; (iivii) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption certain events of bankruptcy 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default insolvency with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 Restricted Subsidiaries that would constitute a Significant Subsidiary or any group of Restricted Subsidiaries and such judgments remain undischargedthat, unpaid or unstayed for taken together, would constitute a period of 60 days after such judgment or judgments become final and non-appealableSignificant Subsidiary; (viviii) certain events of bankruptcy affecting the repudiation by the Company or any of its Significant Subsidiaries; 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 (viiix) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Guarantee shall be held in any judicial proceeding to such Collateral under be unenforceable or invalid or shall cease for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable's Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders 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) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of DefaultDefault under clauses (3) through (8) of the Section 6.01(a) of the Indenture, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default with respect to the Notes include: (i) default for 30 days in the failure payment when due of interest on, with respect to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay the principal on any Notes payment when such principal becomes due and payable, (at maturity, upon redemption or otherwise 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 or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchaseOffer); (iii) a default in failure by the observance or performance of any other covenant or agreement contained in the Indenture if the default continues Company for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after notice to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding 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 default with respect to Section 5.01 of the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirementrequirement and (ii) as otherwise provided in the penultimate paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Company, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedso accelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $50.0 500.0 million or more at any time; (v) one the Company or more judgments 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 aggregate amount 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 excess writing of $50.0 million shall have been rendered 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 Significant Restricted Subsidiaries and such judgments remain undischargedthat is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, unpaid or unstayed for taken together, would constitute a period Material Subsidiary in an involuntary case; appoints a custodian 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 (vii) with respect to Restricted Subsidiaries that is a Material Subsidiary or any Collateral having a fair market value in excess group of $50 million, individually or in the aggregate, unless such Collateral has been released from the Liens in accordance with the provisions Restricted Subsidiaries of the IndentureCompany that, taken together, would constitute a Material Subsidiary or for all or substantially all of the Security Documents and the Intercreditor Agreement, (x) the security 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 property of the Company or any Guarantorof 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 the order or decree remains unstayed and in effect for 60 consecutive days. If any pleading in any court Event of competent jurisdiction, that any security interest Default with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall 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 or any of its Significant SubsidiariesCompany, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest 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 then-outstanding, by notice to the Trustee, Trustee may, on behalf of the Holders of all of the NotesHolders, 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon within five Business Days of any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest when due on the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysSecurities; (ii) the failure to pay the default in payment of principal on any Notes when such principal becomes due and payable, the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change paragraphs 5 and 6 of Control Offer the Securities, upon declaration or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase)otherwise; (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after failure by 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 then-outstanding principal amount of the Notes (except in the case of a default to comply with respect to Section 5.01 its obligations under Article IV of the Indenture, (iv) failure by the Company ---------- to comply for 30 days after notice with any of its obligations under the 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 will shall constitute an Event of Default with such notice requirement but without such passage of time requirementunder clause (ii) above); , (ivv) the failure by the Company to pay at final stated maturity comply for 60 days after notice with its other agreements contained in the Indenture, (giving effect to any applicable grace periods and any extensions thereofvi) the principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $10 million (the "cross acceleration provision"), (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (other than a Securitization Entitythe "bankruptcy provisions"), (viii) any judgment or decree for the acceleration payment 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 money in excess of $50.0 5.0 million shall have been is rendered against the Company or any of its a Significant Subsidiaries Subsidiary and such judgments judgment or decree shall remain undischarged, unpaid undischarged or unstayed for a period of 60 days after such judgment or judgments become becomes final and non-appealable; appealable (vithe "judgment default provision") certain events of bankruptcy affecting the Company or (ix) any of its Significant Subsidiaries; and (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Note Guarantee ceases to be in full force and effect, for any reason, and such failure should continue for 60 days or effect (y) the assertion except as contemplated by the Company terms of the Indenture) or any GuarantorGuarantor denies or disaffirms its obligations under the Indenture or its Note Guarantee. However, in any pleading in any court a default under clauses (iv) and (v) will not constitute an Event of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents Default until the Trustee or the Intercreditor Agreement is invalid or unenforceableholders 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 (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes Securities may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become Securities being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in 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, 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 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 of Default with respect to the Notes include: (i) default for 30 days in the failure payment when due of interest on, with respect to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay the principal on any Notes payment when such principal becomes due and payable, (at maturity, upon redemption or otherwise 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 or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchaseOffer); (iii) a default in failure by the observance or performance of any other covenant or agreement contained in the Indenture if the default continues Company for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after notice to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding 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 default with respect to Section 5.01 of the Supplemental Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirementrequirement and (ii) as otherwise provided in the last paragraph of Section 4.03 of the Base Indenture); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Company, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedso accelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $50.0 500.0 million or more at any time; (v) one the Company or more judgments 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 aggregate amount 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 excess writing of $50.0 million shall have been rendered 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 Significant Restricted Subsidiaries and such judgments remain undischargedthat is a Material Subsidiary or any group of Restricted Subsidiaries of the Company that, unpaid or unstayed for taken together, would constitute a period Material Subsidiary in an involuntary case; appoints a custodian 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 (vii) with respect to Restricted Subsidiaries that is a Material Subsidiary or any Collateral having a fair market value in excess group of $50 million, individually or in the aggregate, unless such Collateral has been released from the Liens in accordance with the provisions Restricted Subsidiaries of the IndentureCompany that, taken together, would constitute a Material Subsidiary or for all or substantially all of the Security Documents and the Intercreditor Agreement, (x) the security 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 property of the Company or any Guarantorof 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 the order or decree remains unstayed and in effect for 60 consecutive days. If any pleading in any court Event of competent jurisdiction, that any security interest Default with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) outstanding Notes occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare the principal of, and accrued and unpaid interest on all the Notes to be due and payable by notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration” and the same shall 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 or any of its Significant SubsidiariesCompany, all unpaid principal of and accrued and unpaid interest on all of the outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest 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 then-outstanding, by notice to the Trustee, Trustee may, on behalf of the Holders of all of the NotesHolders, 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon within five Business Days of any Officer 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 of Default include: (i) the 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 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in In the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi11) above with respect or (12) of 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 Company) 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 Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the outstanding Notes to be due and payable. Notwithstanding payable immediately in cash, and Holders of the foregoingNotes 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) of Section 6.01 of the case Indenture, and irrespective of an Event how such Notes are subsequently paid or redeemed (including any distribution pursuant to a plan of Default arising from certain events of bankruptcy with respect reorganization), to the payment of all amounts that would have been due upon redemption of the Notes if the Company or 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 its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or noticepayment. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium (including the Applicable Premium), if any,) if it determines that withholding notice is in to their interestbenefit. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by written notice to the Trustee, 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 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 of Default include: (i) the 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 daysdays (whether or not such payment shall be prohibited by Article 10 or Article 12 of the Indenture); (ii) the failure to pay the principal 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 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); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under in Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 to $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 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 (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents Indenture and the Intercreditor Agreement, as applicableTrust Indenture Act. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 interestinterest 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-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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) the failure to pay a default in any payment of interest on any Notes Note when due (whether or not such payment is prohibited by Article 13 of the same becomes due and payable if the default continues Indenture), continued for a period of 30 days; , (ii) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance payment of principal of any other covenant Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or agreement contained in the Indenture if the default continues for a period of 60 days (otherwise, whether or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that not such default be remedied) from the Trustee or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 payment is prohibited by Article 13 of the Indenture, which will constitute an Event (iii) the failure by the Company to comply with its obligations under Section 801 of Default with such notice requirement but without such passage of time requirement); the Indenture, (iv) the failure by the Company to pay at final stated maturity comply for 30 days after written notice with any of 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 (giving effect in each case, other than a failure to any applicable grace periods and any extensions thereofpurchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the principal amount of any Indebtedness of failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indentures, (vi) the failure by the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of the final stated maturity of any such Indebtedness, Indebtedness by the holders thereof because of a default if the aggregate principal total amount of such IndebtednessIndebtedness unpaid or accelerated exceeds $20.0 million, together with (vii) certain events of bankruptcy, insolvency or reorganization of the principal amount Company or a Significant Subsidiary, (viii) the rendering of any other such Indebtedness in default judgment or decree 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 the payment of money in an aggregate 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 $50.0 20.0 million shall have been rendered against the Company or any of its a Significant Subsidiaries and Subsidiary that is not discharged, bonded or insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgments remain undischarged, unpaid judgment or unstayed decree remains outstanding for a period of 60 90 days after following such judgment or judgments become final decree and non-appealable; is not discharged, waived or stayed or (viix) certain events the failure of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 Guarantee of the Indenture, Notes by a Guarantor made pursuant to Section 1020 of the Security Documents and the Intercreditor Agreement, (x) the security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Indenture to be in full force and effect, for any reason, and such failure should continue for 60 days or effect (y) the assertion except as contemplated by the Company 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableGuarantee if such Default continues for 10 days. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% a majority in principal amount of the then-outstanding applicable Notes may declare all the such Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes unless it receives reasonable indemnity or security. 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 Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in 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, 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) the failure to pay a default in any payment of interest on any Notes Note when due (whether or not such payment is prohibited by Article 13 of the same becomes due and payable if the default continues Indenture), continued for a period of 30 days; , (ii) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance payment of principal of any other covenant Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or agreement contained in the Indenture if the default continues for a period of 60 days (otherwise, whether or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that not such default be remedied) from the Trustee or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 payment is prohibited by Article 13 of the Indenture, which will constitute an Event (iii) the failure by the Company to comply with its obligations under Section 801 of Default with such notice requirement but without such passage of time requirement); the Indenture, (iv) the failure by the Company to pay at final stated maturity comply for 30 days after written notice with any of 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 (giving effect in each case, other than a failure to any applicable grace periods and any extensions thereofpurchase Notes when required under Sections 1016 or 1017 of the Indenture), (v) the principal amount of any Indebtedness of failure by the Company to comply for 60 days after notice with its other agreements contained in the Notes or the Indenture, (vi) the failure by the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of the final stated maturity of any such Indebtedness, Indebtedness by the holders thereof because of a default if the aggregate principal total amount of such IndebtednessIndebtedness unpaid or accelerated exceeds $20.0 million, together with (vii) certain events of bankruptcy, insolvency or reorganization of the principal amount Company or a Significant Subsidiary, (viii) the rendering of any other such Indebtedness in default judgment or decree 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 the payment of money in an aggregate 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 $50.0 20.0 million shall have been rendered against the Company or any of its a Significant Subsidiaries and Subsidiary that is not discharged, bonded or insured by a third Person if (A) an enforcement proceeding thereon is commenced or (B) such judgments remain undischarged, unpaid judgment or unstayed decree remains outstanding for a period of 60 90 days after following such judgment or judgments become final decree and non-appealable; is not discharged, waived or stayed or (viix) certain events the failure of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 Guarantee of the Indenture, Notes by a Guarantor made pursuant to Section 1020 of the Security Documents and the Intercreditor Agreement, (x) the security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Indenture to be in full force and effect, for any reason, and such failure should continue for 60 days or effect (y) the assertion except as contemplated by the Company 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableGuarantee if such Default continues for 10 days. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% a majority in principal amount of the then-outstanding applicable Notes may declare all the such Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes unless it receives reasonable indemnity or security. 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 Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in 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, 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 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 of Default include: (i) default for 30 days in the failure to pay payment when due of interest or Additional Interest, if any, on any the Notes; (ii) default in payment when due of principal of or premium, if any, on the 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 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 on the date specified for such payment in the applicable connection with an offer to purchase); ) or otherwise, (iii) a default in failure by the observance Company or performance any of any other covenant its Restricted Subsidiaries to comply with Section 4.10, 4.15 or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 5.01 of the Indenture; (iv) after failure by the Company receives written for 30 days after notice specifying to the default (and demanding that such default be remedied) from Company by the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except including Additional Notes, if any) then outstanding voting as a single class to comply with certain other agreements in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)or the Notes; (ivv) the failure default under certain other agreements relating to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), or which default results in 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 prior to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any timeits express maturity; (vvi) one or more certain final judgments in an aggregate amount for the payment of money in excess of $50.0 10.0 million shall have been rendered against in the Company or any of its Significant Subsidiaries and such judgments aggregate that remain undischarged, unpaid or unstayed undischarged for a period of 60 days after such judgment or judgments become final and non-appealabledays; (vivii) certain events of bankruptcy affecting or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viiviii) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Note Guarantee shall be held in any judicial proceeding to such Collateral under be unenforceable or invalid or shall cease for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable's Note Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium and Additional Interest, if any, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, 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 of Default with respect to the Notes include: (i) default for 30 days in the failure to pay payment when due of interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in payment when due of principal of or premium, if any, on the failure to pay the principal on any Notes when such principal becomes due and payable, at maturityStated 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 on the date specified for such payment in the applicable offer to purchase); otherwise, (iii) a default in failure by the observance Partnership or performance any Subsidiary Guarantor to comply for 60 days after notice with any of any its other covenant covenants or agreement contained agreements in the Indenture if relating to the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)Notes; (iv) certain events of bankruptcy, insolvency or reorganization with respect to the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 IndebtednessIssuer or, if and so long as the aggregate principal amount of Notes are guaranteed by a Subsidiary Guarantor, 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 timeSubsidiary Guarantor; (v) one any Guarantee ceasing to be in full force and effect or more judgments held in an aggregate any judicial proceeding to be null and void, or any 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 principal amount in excess of $50.0 million, or acceleration of 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 shall have (net of applicable insurance coverage) having been rendered against the Company Partnership or any of its Significant Subsidiaries Subsidiary and such judgments remain undischarged, unpaid judgment or order continues unsatisfied and unstayed for a period of 60 30 days after such judgment or judgments become final and non-appealable; (viviii) the failure of the General Partner to comply with certain events of bankruptcy affecting the Company or any separateness provisions of its Significant Subsidiaries; and (vii) 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 security interest with respect to such Collateral under any Security Document limited liability company agreement or the Intercreditor Agreement shall fail to be in full force and effect, for any reason, and amendment or modification of such failure should continue for 60 days or (y) the assertion by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableprovisions. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding 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 with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Outstanding Notes will shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then-outstanding then Outstanding Notes may direct the Trustee in its exercise of any trust or power. The 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 or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interestinterests. The Holders of not less than a majority in aggregate principal amount of the Notes then-outstanding, then Outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, or premium, if any, on, the Notes. The Company Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company Partnership is required, upon becoming aware required within 30 days after the occurrence of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of DefaultDefault and certain additional information.

Defaults and Remedies. The following events constitute "Events of Default includeDefault" under the Indenture: (ia) default in the failure to pay interest on payment of principal of (or premium, if any, on) any Notes Note when the same becomes due and payable if at maturity, upon acceleration, redemption or otherwise; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 days; (iic) the failure to pay the principal 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 on the date specified for such payment Company defaults in the applicable offer to purchase); (iii) a default in the observance or performance of or breaches any other covenant or agreement contained of the Company in the Indenture if 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 30 consecutive days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding or more in aggregate principal amount of the Notes Notes; (except d) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.11 of the case Indenture; (e) the Company fails to make or consummate an Offer to Purchase in accordance with Section 4.12 of a default the Indenture; (f) there occurs with respect to Section 5.01 any issue or issues of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 having an outstanding 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 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 timeinterim) fixed maturity and such defaulted payment shall not have been made, waived or extended within 30 days of such payment default; (vg) one any final judgment or more judgments in an aggregate amount order (not covered by insurance) for the payment of money in excess of $50.0 10 million in the aggregate (treating any deductibles, self-insurance or retention as not so covered) shall have been 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; (h) a court having jurisdiction in the premises enters a decree or order for (A) relief in respect of the Company 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 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 judgments decree or order shall remain undischarged, unpaid or unstayed and in effect for a period of 60 days after such judgment 30 consecutive days; or judgments become final and non-appealable; (vii) certain events of bankruptcy affecting the Company 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 entry of its Significant Subsidiaries; and (vii) with respect to an order for relief in an involuntary case under 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 Agreementlaw, (xB) consents to the security interest with respect to such Collateral under any Security Document appointment of or the Intercreditor Agreement shall fail to be in full force and effecttaking possession by a receiver, for any reasonliquidator, and such failure should continue for 60 days assignee, custodian, trustee, sequestrator or (y) the assertion by similar official of the Company or any Guarantor, in Significant Subsidiary or for all or substantially all of the property and assets of the Company or any pleading in Significant Subsidiary or (C) effects any court general assignment for the benefit of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceablecreditors. If an Event of Default (other than an Event of Default specified in clause (vih) or (i) above that occurs with respect to the Company) occurs and is continuing under the Indenture, the Trustee or the Holders of 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 Trustee or the Holders of at least 25% in aggregate principal amount at maturity of the then-Notes 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 If a bankruptcy or insolvency default with respect to the Company or any of its Significant SubsidiariesRestricted Subsidiary occurs and is continuing, all outstanding the Notes will automatically become due and payable without further action or noticepayable. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may require indemnity satisfactory to it before it enforces the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes. Subject to certain limitations, Holders of at least a majority in principal amount at maturity of the then-Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default 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 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 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. The following events constitute "Events of Default includeDefault" under the Indenture: (ia) default in the failure to pay interest on payment of principal of (or premium, if any, on) any Notes Note when the same becomes due and payable if payable, upon acceleration, redemption or otherwise whether or not such payment is prohibited by the subordination provisions of the Indenture; (b) default in the payment of interest on any Note when the same becomes due and payable, and such default continues for a period of 30 daysdays whether or not such payment is prohibited by the subordination provisions of the Indenture; (iic) the failure to pay the principal 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 on the date specified for such payment Company defaults in the applicable offer to purchase); (iii) a default in the observance or performance of or breaches any other covenant or agreement contained of the Company in the Indenture if or under the Notes and such default or breach continues for a period of 60 30 consecutive days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding or more in aggregate principal amount of the Notes Notes; (except in the case of a default d) there occurs with respect to Section 5.01 any issue or issues of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 having an outstanding principal amount of $25,000,000 or more in the aggregate for all such Indebtednessissues of all such Persons, together with the principal amount of any other 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 default for full or such acceleration has not been rescinded or annulled within 30 days of such acceleration and/or (ii) the failure to pay make a principal payment at the final (but not any interim) fixed maturity and such defaulted payment shall not have been made, waived or which has been accelerated, aggregates $50.0 million or more at any timeextended within 30 days of such payment default; (ve) one any final judgment or more judgments in an aggregate amount order (not covered by insurance) for the payment of money in excess of $50.0 million 25,000,000 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 have been be rendered against the Company or any Significant Subsidiary and shall not be paid or discharged, and there shall be any period of its 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 exceed $25,000,000 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; (f) a court having jurisdiction in the premises enters a decree or order for (i) relief in respect of the Company or any Significant Subsidiaries Subsidiary in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, (ii) 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 (iii) the winding up or liquidation of the affairs of the Company or any Significant Subsidiary and, in each case, such judgments decree or order shall remain undischarged, unpaid or unstayed and in effect for a period of 60 days after such judgment consecutive days; or judgments become final and non-appealable; (vig) certain events of bankruptcy affecting the Company or any Significant Subsidiary (i) commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of its Significant Subsidiaries; and (vii) with respect to an order for relief in an involuntary case under 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 Agreementlaw, (xii) consents to the security interest with respect to such Collateral under any Security Document appointment of or the Intercreditor Agreement shall fail to be in full force and effecttaking possession by a receiver, for any reasonliquidator, and such failure should continue for 60 days assignee, custodian, trustee, sequestrator or (y) the assertion by similar official of the Company or any Guarantor, in Significant Subsidiary or for all or substantially all of the property and assets of the Company or any pleading in Significant Subsidiary or (iii) effects any court general assignment for the benefit of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceablecreditors. If an Event of Default (other than an Event of Default specified in clause (vif) or (g) above that occurs with respect to the Company) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes may 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 all the principal of, premium, if any, and accrued interest, if any, on the Notes to be immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of If a bankruptcy or insolvency default with respect to the Company or any Restricted Subsidiary occurs and is continuing, the principal amount of its Significant Subsidiaries, all outstanding the Notes will become automatically becomes due and payable without further action or noticepayable. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may require indemnity satisfactory to it before it enforces the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes. Subject to certain limitations, Holders of at least a majority in principal amount of the then-Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default 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 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 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 each of the following events constitutes an Event of Default includewith respect to this Note: (i) on and after the Issue Date (A) failure to pay interest on make any Notes payment of principal when the same becomes due and payable if the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, whether at maturity, upon redemption or otherwise otherwise) on the Notes; (including the B) failure to make a any payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer interest when due on the date 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 for such payment in the applicable offer to purchase)Indenture; (iiiD) a default in the observance certain events of bankruptcy, insolvency, or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case reorganization of the covenant described under Section 4.03 Obligor, PBG or any Restricted Subsidiary of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)PBG; (ivE) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 IndebtednessDebt of the Obligor, if the aggregate PBG or any Restricted Subsidiary of PBG having a then outstanding 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 50 million shall have been rendered against the Company accelerated by any holder or holders thereof or any trustee or agent acting on behalf of its Significant Subsidiaries 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 at the stated maturity (and such judgments remain undischargedthe expiration of any grace period) any Debt of the Obligor, 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 PBG or any Restricted Subsidiary of its Significant Subsidiaries; and (vii) with respect to any Collateral PBG having a fair market value then outstanding principal amount in excess of $50 million, individually or ; and (ii) on and after the Guarantee Commencement Date (in the aggregate, unless such Collateral has been released from event that the Liens in accordance with the provisions 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 Security Documents Guarantor; and the Intercreditor Agreement, (xC) the security interest with respect to such Collateral under any Security Document or Guarantee of the Intercreditor Agreement shall fail Notes ceases 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents effect or the Intercreditor Agreement is invalid Guarantor denies or unenforceabledisaffirms its obligations under the Guarantee. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs Notes shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes hereof 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 with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become declared due and payable without further action or notice. Holders may not enforce in the Indenture, manner and with the Security Documents, the Intercreditor Agreement or the Notes except as effect provided in the 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 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 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 each of the following events constitutes an Event of Default includewith respect to this Note: (i) on and after the Issue Date: (A) failure to pay interest on make any Notes payment of principal when the same becomes due and payable if the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes when such principal becomes due and payable, whether at maturity, upon redemption or otherwise otherwise) on the Notes; (including the B) failure to make a any payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer interest when due on the date 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 for such payment in the applicable offer to purchase)Indenture; (iiiD) a default in the observance certain events of bankruptcy, insolvency, or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case reorganization of the covenant described under Section 4.03 Obligor, PBG or any Restricted Subsidiary of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)PBG; (ivE) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 IndebtednessDebt of the Obligor, if the aggregate PBG or any Restricted Subsidiary of PBG having a then outstanding 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 50 million shall have been rendered against the Company accelerated by any holder or holders thereof or any trustee or agent acting on behalf of its Significant Subsidiaries 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 at the stated maturity (and such judgments remain undischargedthe expiration of any grace period) any Debt of the Obligor, 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 PBG or any Restricted Subsidiary of its Significant Subsidiaries; and (vii) with respect to any Collateral PBG having a fair market value then outstanding principal amount in excess of $50 million, individually or ; and (ii) on and after the Guarantee Commencement Date (in the aggregate, unless such Collateral has been released from event that the Liens in accordance with the provisions 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 Security Documents Guarantor; and the Intercreditor Agreement, (xC) the security interest with respect to such Collateral under any Security Document or Guarantee of the Intercreditor Agreement shall fail Notes ceases 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents effect or the Intercreditor Agreement is invalid Guarantor denies or unenforceabledisaffirms its obligations under the Guarantee. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs Notes shall occur and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes hereof 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 with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become declared due and payable without further action or notice. Holders may not enforce in the Indenture, manner and with the Security Documents, the Intercreditor Agreement or the Notes except as effect provided in the 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 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 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 Under the Indenture, an Event of Default includeincludes: (i) the failure Company fails to pay interest principal on any Notes Note when due, whether or not prohibited by the same becomes due and payable if subordination provisions in the default continues for a period of 30 daysIndenture; (ii) the failure Company fails to pay the principal any interest on any Notes Note when due if such principal becomes due and payablefailure continues for 30 days, at maturity, upon redemption whether or otherwise (including not prohibited by the failure to make a payment to purchase Notes tendered pursuant to a Change subordination provisions of Control Offer or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase)Indenture; (iii) a default in the observance or performance of Company fails to perform any other covenant or agreement contained required of the Company in the Indenture if the default such failure continues for a period of 60 days (or 180 days after notice is given in accordance with the case of the covenant described under Section 4.03 terms of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure Company fails to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount purchase price of any Indebtedness Note when due, whether or not prohibited by the subordination provisions 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 timeIndenture; (v) the Company fails to provide timely notice of a 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 the Company’s Significant Subsidiaries (all or more judgments 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 $50.0 10.0 million shall have been rendered against the Company is not paid at final maturity or any of its Significant Subsidiaries upon acceleration and such judgments remain undischargedIndebtedness is not discharged, unpaid or unstayed for a period of 60 such acceleration is not cured or rescinded, within 30 days after such judgment or judgments become final and non-appealable; (vi) certain events of bankruptcy affecting written notice as provided in the Company or any of its Significant SubsidiariesIndenture; and (vii) with respect to any Collateral having a fair market value in excess certain events of $50 millionbankruptcy, individually insolvency or in the aggregate, unless such Collateral has been released from the Liens in accordance with the provisions reorganization of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableCompany. If an Event of Default (other than an Event as a result of Default specified in clause (vi) above with respect to certain events of bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the Notes to be then outstanding due and payable. Notwithstanding payable immediately, all as and to the foregoing, extent provided in the case of Indenture. If an Event of Default arising from occurs as a result of certain events of bankruptcy with respect to bankruptcy, insolvency or reorganization of the Company or any of its Significant SubsidiariesCompany, all the outstanding Notes will shall become due and payable immediately without further action or notice, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may require indemnity satisfactory to it before it enforces the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes. Subject to certain limitations, Holders of a majority in principal amount of the then-Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in 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, 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 Notesinterests. The Company is required to deliver file periodic reports with the Trustee as to the Trustee annually a statement regarding compliance with the Indenture, and the 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 absence of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default in the failure to pay interest payment of the Principal Amount at Maturity, Contingent Additional Principal, Redemption Price, Purchase Price or Change in Control Purchase Price on any Notes Security when the same becomes due and payable if at its Stated Maturity, upon redemption, upon acceleration, when due for purchase by the Issuers or otherwise; (ii) default continues in payment of any Contingent Cash Interest upon any Security, and such default shall continue for a period of 30 days; (ii) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in failure by the observance or performance of any Issuers to comply with other covenant or agreement contained agreements in the Indenture if or the default continues for a period Securities, subject to notice and lapse of 60 days time; (or 180 days in the case iv) (a) failure of the covenant described under Section 4.03 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 Indentureacceleration of Indebtedness in an amount (taken together with amounts in (a) after the Company receives written notice specifying the default (and demanding that such default be remediedabove) from the Trustee or the Holders in excess of at least 25% of the then-outstanding principal amount of the Notes (except in the case $100,000,000 because of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but Indebtedness without such passage Indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of time requirement); (iva) the failure to pay at final stated maturity and (giving effect to any applicable grace periods and any extensions thereofb) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity)above, 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 30 days after written notice to the Issuers by the Trustee or to the Issuers and the Trustee by the Holders of not less than 25% in aggregate Principal Amount at Maturity of the Securities then outstanding; however if any such judgment failure or judgments become final and non-appealable; acceleration referred to in (via) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Event of Default by reason thereof shall be deemed not to have occurred, or (v) certain events of bankruptcy or insolvency affecting the Company Issuers or any of its their Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs shall have occurred and is be continuing, either the Trustee Trustee, or the Holders of at least not less than 25% in principal amount aggregate Principal Amount at Maturity of the then-Securities then outstanding Notes 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. Notwithstanding the foregoing, in the In case of an Event of Default arising from certain events of bankruptcy with respect to or insolvency of the Company or any of its Significant SubsidiariesIssuers, all outstanding Notes will 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 without further action or noticepayable. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the then-Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, by 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 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 Defaultinterests.

Defaults and Remedies. Events of Default include: (i1) the failure to pay interest on any Notes when the same becomes due and payable if and the default continues for a period of 30 daysdays (whether or not such payment shall be prohibited by the subordination provisions of the Indenture); (ii2) the failure to pay the principal on of 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 on the date specified for Offer) (whether or not such payment in shall be prohibited by the applicable offer to purchasesubordination provisions of the Indenture); (iii3) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the which default continues for a period of 60 45 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 5.1 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv4) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Company, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedaccelerated (in each case with respect to which the 30-day period described above has elapsed), aggregates aggregated $50.0 25.0 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 (vii) 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 security 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 provided that if such failure should continue for 60 days or (y) the assertion by the Company or any Guarantorto pay shall be remedied, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the 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 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 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.waived or

Defaults and Remedies. Events of Default include: (i) default for 30 days in the failure to pay payment when due of interest on any the Notes; (ii) default in payment when due of principal of, or premium, if any, on the Notes when the same becomes due and payable if at maturity, upon redemption (including in connection with an offer to purchase) or otherwise; (iii) failure by the default continues Company to comply with Section 5.01 of 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 Indenture for a period of 30 days; (ii) the failure days after notice to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except 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 case of a Indenture; (vii) default with respect under certain other agreements relating to Section 5.01 Indebtedness of the IndentureCompany or any of its Restricted Subsidiaries, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the default is caused by a failure to pay principal at its stated final stated maturity (after giving effect to any applicable grace periods and any extensions thereofperiod provided in such Indebtedness) (a “Payment Default”) or results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of 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 under which there has been a Payment Default or the maturity or of which has been so accelerated, aggregates $50.0 100.0 million or more at any timemore; (vviii) one certain final judgments for the payment of money that remain not paid, discharged 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 stayed for a period of 60 days after days, provided that the aggregate of all such judgment not paid, discharged or stayed judgments become final and nonexceeds $100.0 million (exclusive of any portion of any such payment covered by insurance or bonded, treating any deductible, self-appealableinsurance or retention as not so covered); (viix) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreementany Subsidiary Guarantee of a Guarantor that is a Significant Subsidiary or of any group of Guarantors that, (x) the security interest with respect taken together, would constitute a Significant Subsidiary shall be held in any judicial proceeding to such Collateral under be unenforceable or invalid or shall cease for any Security Document or the Intercreditor Agreement shall fail reason to be in full force and effecteffect or any Guarantor that is a Significant Subsidiary or any group of Guarantors that, for taken together, would constitute a Significant Subsidiary, or any reasonPerson 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 such failure should continue for 60 days (x) certain events of bankruptcy or (y) the assertion by insolvency with respect to the Company or any GuarantorGuarantor that is a Significant Subsidiary or any group of Guarantors that, in any pleading in any court taken together, would constitute a Significant Subsidiary of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableCompany. If an any Event of Default (other than an Event of Default specified in clause (vij) above or (k) of Section 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 Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Upon any such declaration the Notes shall become due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency as specified in clauses (j) and (k) of Section 6.01 of the Indenture with respect to the Company or any of its Guarantors that are, alone or in combination, Significant Subsidiaries, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal of, premium, if any, or interestinterest on, any Note) if it and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then outstanding Notes then-outstanding, by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, or interest on, the Notes (other than non-payment of principal of or interest on the principal of, 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest when due on the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysSecurities; (ii) the failure to pay the default in payment of principal on any Notes when such principal becomes due and payable, the Securities at maturity, upon required repurchase or upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change paragraphs 5 and 6 of Control Offer the Securities, upon declaration or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase)otherwise; (iii) a default in the observance failure by the Company to comply with its obligations under ARTICLE IV of the Indenture (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the covenants described under SECTION 3.9 of the Indenture or performance of any under other covenant or agreement contained covenants specified in the Indenture if the default continues for (in each case, other than a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect failure to Section 5.01 of the Indenturepurchase Securities, which will shall constitute an Event of Default with such notice requirement but without such passage of time requirementunder clause (ii) above); , (ivv) the failure by the Company to pay at final stated maturity comply for 60 days after notice with its other agreements contained in the Indenture, (giving effect to any applicable grace periods and any extensions thereofvi) the principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million (the "cross acceleration provision"), (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (other than a Securitization Entitythe "bankruptcy provisions"), (viii) any judgment or decree for the acceleration payment 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 money in excess of $50.0 5.0 million shall have been is rendered against the Company or any of its a Significant Subsidiaries Subsidiary and such judgments judgment or decree shall remain undischarged, unpaid undischarged or unstayed for a period of 60 days after such judgment or judgments become becomes final and non-appealable; appealable (vithe "judgment default provision") certain events of bankruptcy affecting the Company or (ix) any of its Significant Subsidiaries; and (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Subsidiary Guarantee ceases to be in full force and effect, for any reason, and such failure should continue for 60 days or effect (y) the assertion except as contemplated by the Company terms of the Indenture) or any GuarantorSubsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, in any pleading in any court a default under clauses (iv) and (v) will not constitute an Event of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents Default until the Trustee or the Intercreditor Agreement is invalid or unenforceableholders 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 (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes Securities may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become Securities being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in 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, 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 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 An Event of Default includewith respect to the Notes occurs upon the occurrence of any of the following events: (i) the 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 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 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under comply with Section 4.03 4.17 of the Indenture) after ; the failure by the Company receives or any of the Restricted Subsidiaries for 60 days after written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least not less than 25% of the then-outstanding aggregate principal amount of the Notes (except including Additional Notes, if any) outstanding to comply with any of its other agreements in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)Notes or the Note Guarantees; (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity)Restricted Subsidiary, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedso accelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $50.0 million or more at any time; (v) one the failure by the Company or more any of Restricted Subsidiary to pay final judgments in an aggregate amount aggregating in excess of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such million, which judgments remain undischargedunpaid, unpaid undischarged or unstayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; (vi) certain events of bankruptcy affecting or insolvency with respect to the Company or any of its Restricted Subsidiary that is a Significant SubsidiariesSubsidiary; and (vii) with respect to any Collateral having a fair market value in excess of $50 million, individually or in except as permitted by 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 security interest with respect to such Collateral under any Security Document Indenture or the Intercreditor Agreement Note Guarantees, any Note Guarantee shall fail be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason 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 Guarantor, in Restricted Subsidiary or any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Person acting on behalf of the then-outstanding Notes may declare all the Notes to be due and payableCompany or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company Company, any Restricted Subsidiary that is a Significant Subsidiary, any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, or any of its Significant Subsidiariesthe Company, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the IndentureIf any other Event of Default occurs and is continuing, the Security Documents, Trustee or Holders of at least 25% in aggregate principal amount of the Intercreditor Agreement or the then outstanding Notes except as provided in the Indenture, the Security Documents may declare all Notes to be due and the Intercreditor Agreement, as applicablepayable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee 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 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 it determines any, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless: such Holder has previously given Trustee written notice that withholding notice an Event of Default is continuing; Holders of at least 25% in their interestaggregate 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 expense; 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 then-outstanding, by written notice to the Trustee, Trustee may, on behalf of the Holders holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture 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, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the failure to pay payment when due of interest on any Notes when on, the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) default in the failure to pay the principal on any Notes payment when such principal becomes due and payable, (at maturity, upon redemption or otherwise (including otherwise) of the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer principal of, or a Net Proceeds Offer on premium on, if any, the date specified for such payment in the applicable offer to purchase); Notes, (iii) a default in failure by the observance Company or performance any of any other covenant its Restricted Subsidiaries to comply with the provisions of Sections 3.09, 4.10, 4.11, 4.15, 4.16 or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 5.01 of the Indenture; (iv) after failure by the Company receives written or any of its Restricted Subsidiaries for 60 days after notice specifying to the default (and demanding that such default be remedied) from Company by the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except then outstanding voting as a single class to comply with any of the other agreements in the case of a default with respect to Section 5.01 of Indenture or the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)Security Documents; (ivv) the failure default under certain other agreements relating to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company which default is a Payment Default or any Significant Subsidiary of the Company (other than a Securitization Entity), or results in 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 prior to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any timeits express maturity; (vvi) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against failure by the Company or any of its Significant Restricted Subsidiaries and such to pay certain final judgments, which judgments remain undischargedare not paid, unpaid discharged or unstayed stayed, for a period of 60 days; (vii) the occurrence of any of the following: (a) except as permitted by the Indenture or the Security Documents, any Security Document ceases to be fully enforceable for a period of 30 days after such judgment the Company or judgments become final the applicable Restricted Subsidiary receives notice thereof, (b) any Lien in favor of the Collateral Agent, for the benefit of the Holders of Notes, having a Fair Market Value in excess of $5 million ceases to be an enforceable and nonperfected second-appealablepriority lien, subject only to Permitted Liens for a period of 30 days after the Company or the applicable Restricted Subsidiary receives notice thereof or (c) the denial or disaffirmation by the Company or any Pledgor, in writing, of any obligation of the Company or any Pledgor set forth in any Security Document; (viviii) certain events of bankruptcy affecting or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiaries; Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (viiix) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Note Guarantee is held in any judicial proceeding to such Collateral under be unenforceable or invalid or ceases for any Security Document or the Intercreditor Agreement shall fail reason 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 Guarantor, in or any pleading in Person acting on behalf of any court Guarantor, denies or disaffirms its obligations under its Note Guarantee. In the case of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event arising from certain events of Default specified in clause (vi) above 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 Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or noticeimmediately. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then-then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interestinterest 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 then-outstanding, by written notice to the Trustee, Trustee may, on behalf of all the Holders of all of the NotesHolders, rescind an acceleration or waive any 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 interest on, or the principal of, premium on, if any, or interest, if any, on, the NotesNotes (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 of Default include: (i) default for 30 days in the failure to pay payment when due of interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysNotes; (ii) the failure to pay the default in payment when due of principal on any Notes when such principal becomes due and payableof or premium, at maturityif any, 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 on the date specified for such payment in the applicable offer to purchase)Notes; (iii) a default in failure by Suburban Propane for 90 days after notice to comply with the observance provisions under Section 10.03 of the Supplemental Indenture; (iv) failure by Suburban Propane or performance any of its Restricted Subsidiaries to comply with any other term, covenant or agreement contained in the Indenture if 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 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying of default requiring the default (and demanding that such default be remedied) from Issuers to remedy the same is given to Suburban Propane by the Trustee or the by Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)then outstanding; (ivv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Suburban Propane or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Suburban Propane, or the acceleration of the final stated maturity of any such Indebtedness, 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 stated maturity or which has been accelerated, aggregates $50.0 30.0 million or more at any time; (vvi) one a final judgment or more 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 in an aggregate amount requires or require the payment of money in excess of $50.0 30.0 million shall have been rendered against in the Company aggregate and is not covered by insurance or any of its Significant Subsidiaries and such judgments remain undischarged, unpaid discharged or unstayed for a period of stayed pending appeal or review within 60 days after entry of such judgment or judgments become final judgment; and non-appealable; (vivii) certain events of bankruptcy affecting or insolvency set forth in Section 5.01 of the Company or any of its Significant Subsidiaries; and (vii) Supplemental Indenture with respect to any Collateral having a fair market value in excess of $50 millionSuburban Propane, 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 security 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 Finance Corp. or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the 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 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 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.Significant

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default in the failure to pay payment of contingent interest on any Notes when the same becomes due and payable if or of interest which becomes due and payable upon exercise by the Company of its option provided for in paragraph 11 hereof which default in either case continues for a period of 30 days; (ii) default in payment of the failure Principal Amount at Maturity (or, if the Securities have been converted to pay semiannual coupon notes following a Tax Event, the principal on any Notes Restated Principal Amount), Issue Price plus accrued Original Issue Discount, Redemption Price, or Purchase Price, in respect of the Securities when such principal the same 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in failure by the observance Company or performance of any Guarantor to comply with other covenant or agreement contained agreements in the Indenture if or the default continues for a period Securities, subject to notice and lapse of 60 days time; (or 180 days in the case iv) (a) failure of the covenant described under Section 4.03 Company to make any payment by the end of the Indentureany applicable grace period after maturity of Debt in an amount (taken together with amounts in (b) after the Company receives written notice specifying the default below) in excess of $10,000,000, or (and demanding that such default be remediedb) from the Trustee or the Holders an acceleration of at least 25% Debt has occurred in an amount (taken together with amounts in (a) above) in excess of the then-outstanding principal amount of the Notes (except in the case $10,000,000 because of a default with respect to Section 5.01 such Debt without such Debt having been discharged or 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 (a) or (b) above shall cease or be cured, waived, rescinded or annulled, then the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)by reason thereof shall be deemed not to have occurred; (ivv) the failure if any Guarantee ceases to pay at final stated maturity (giving be in full force and effect to any applicable grace periods or is declared null and any extensions thereof) the principal amount of any Indebtedness of the Company void or any Significant Subsidiary of the Company Guarantor denies that it has any further liability under any Guarantee, or gives notice to such effect (other than a Securitization Entity), by reason of the termination of this Indenture or the acceleration of the final stated maturity release of any such Indebtedness, if Guarantee in accordance with this Indenture) and such condition shall have continued for a period of 30 days after written notice of such failure requiring the Guarantor and the Company to remedy the same shall have been given (x) to the Company by the Trustee or (y) to the Company and the Trustee by the holders of 25% in 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 timeSecurities then outstanding; (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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableinsolvency. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in principal amount aggregate Principal Amount at Maturity of the then-outstanding Notes Securities at the time outstanding, may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become Securities becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount aggregate Principal Amount at Maturity of the then-Securities at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (i) or interest(ii) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, by 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 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 Defaultinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i1) the failure Company fails to pay interest when due the principal of or premium, if any, on any of the Notes at maturity, 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 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 such delivery 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 days after written notice of such failure, requiring the Company to remedy the same, shall have been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (5) (A) one or more defaults in the 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 if at the scheduled maturity thereof, and such default continues for 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 30 days; such default or (iiB) any of the failure to pay the principal on any Notes when such principal becomes Company's Indebtedness aggregating $5.0 million or more shall have been accelerated or otherwise declared due and payable, at maturity, upon redemption or otherwise required to be prepaid or repurchased (including other than by regularly scheduled required prepayment) prior to the failure to make scheduled maturity thereof and such acceleration is not rescinded or annulled within a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer on 30-day period after the date specified for of such payment in the applicable offer to purchase)acceleration; and (iii6) a default in the observance certain events of bankruptcy, insolvency or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default reorganization with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary or any Subsidiaries of the Company (other than a Securitization Entity), or the acceleration of the final stated maturity of any such Indebtedness, if which in 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 would constitute a 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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableSubsidiary. If an Event of Default (other than an Event of Default specified in clause (vi6) above with respect to or (7) of Section 6.01 of the CompanyIndenture) occurs and is continuing, the Trustee Trustee, or the Holders of at least 25% in aggregate principal amount of the then-outstanding Notes at the time outstanding, may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become becoming due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Noteholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-Notes at the time outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Noteholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal amounts specified in clause (1) or interest(2) above) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, by 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 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 Defaultinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i1) the failure to pay a default in any payment of interest on on, or Additional Interest with respect to, any Notes Note when the same becomes due and payable if the default that continues for a period of 30 days; , (ii) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii2) a default in the observance payment of principal or performance premium, if any, of any Note when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (3) the failure by the Issuer or any of its Restricted Subsidiaries to comply with the provisions described under Article 5 of the Indenture (4) the failure by the Issuer or any of its Restricted Subsidiaries to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture (other covenant than a failure to purchase Notes), (5) the failure by the Issuer or agreement any of the Restricted Subsidiaries of the Issuer to comply for 60 days after notice with its other agreements contained in the Indenture Notes 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 any such Indebtedness by the holders thereof because of a default, in each case, if the default continues total amount of such Indebtedness unpaid or accelerated exceeds $30 million or its foreign currency equivalent, (7) certain events of bankruptcy, insolvency or reorganization of the 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 (or 180 days in the case of the covenant described under Section 4.03 of the Indenture9) 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 then-outstanding principal amount of the Notes (except in the case any Guarantee of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail ceases to be in full force and effect, for effect (except as contemplated by the terms thereof) or any reason, Guarantor that qualifies as a Significant Subsidiary denies or disaffirms its obligations under the Indenture or any Guarantee and such failure should continue Default continues for 60 days or (y) the assertion by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable10 days. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes may declare all the such Notes to be due and payable. Notwithstanding the foregoingpayable immediately, subject to certain conditions set forth in the case of an Event of Default arising from certain Indenture. Certain events of bankruptcy with respect to or insolvency are Events of Default which shall result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding 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 in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest 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 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 DefaultHolders.

Defaults and Remedies. Events of Default include: (ia) default in the failure to pay payment of any interest on any Notes the Notes, when the same such interest becomes due and payable if the payable, and continuance of such default continues for a period of 30 days; (iib) default in the payment of the principal of (or premium, if any, on) the failure to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise its Maturity; (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 c) default in the performance, or breach, of any covenant or agreement of the Company in the Base Indenture that affects or is applicable offer to purchase); the Notes (iii) other than a default in the observance performance or performance breach of any other a covenant or agreement contained that is elsewhere in the Indenture if specifically dealt with or which has expressly been included in the Indenture solely for the benefit of other series of Securities), and continuance of such default continues or breach for a period of 60 days (after there has been given, by registered or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after certified mail, to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or to the Company and the Trustee by the Holders of at least 25% of the then-outstanding in principal amount of the all 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; (except d) default in the case payment of a default with respect to Section 5.01 principal when due or resulting in acceleration of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any other 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 for borrowed money where the aggregate principal amount with respect to which the default or acceleration has occurred exceeds $50 million and such acceleration has not been rescinded or annulled or such Indebtedness repaid within a period of such Indebtedness, together with 30 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of all Outstanding Notes; provided that if any other such Indebtedness in default for failure is cured, waived, rescinded or annulled, then the Event of Default by reason thereof would be deemed not to pay principal at final maturity or which has been accelerated, aggregates $50.0 million or more at any timehave occurred; and (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; (vie) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) insolvency 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableCompany. If an Event of Default (other than an Event of Default specified as described in clause (via), (b), (c) above with respect to the Company) or (d), occurs and is continuing, then in every such case the Trustee or the Holders of at least 25% in aggregate principal amount of the then-outstanding Outstanding Notes may declare all the principal amount of the Notes then Outstanding and any accrued and unpaid interest through the date of such declaration, to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if from the Holders), specifying the respective Event of Default and that it is a “notice of acceleration,” and upon any such declaration, the same shall become immediately due and payable. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency as described in clause (e) above, the Principal Amount of all Notes then Outstanding, together with respect to any accrued and unpaid interest through the Company or any occurrence of its Significant Subsidiariessuch Event of Default, all outstanding Notes will shall become and be due and payable immediately without further action any declaration or noticeother act by the Trustee or any other Holder. Holders of the Notes may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the 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 not less than a majority in aggregate principal amount Principal Amount of the then Outstanding Notes then-outstanding, by notice to the Trustee, may, may on behalf of the Holders of all of the Notes, Notes waive any existing past Default or Event of Default described in clauses (a), (b) or (c) (or, in the case of a Default or Event of Default described in clause (d) or (e), the Holders of not less than a majority in principal amount of all Outstanding Securities may waive any such past Default or Event of Default) and its consequences under the Indenture Indenture, except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on, the Notes, or in respect of a covenant or provision of the Indenture which under Article Nine of the Base Indenture cannot be modified or amended without the consent of the Holder of each Outstanding Security of such affected series. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, 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. The Events of Default include: (i) relating to the 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 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 on the date specified for such payment are defined in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 6.01 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an any Event of Default (other than an Event of Default specified in clause clauses (vi6) above or (7) of Section 6.01 of the Indenture with respect to any of the CompanyIssuers or any Guarantor) occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then-then outstanding Notes may may, by written notice to the Issuers, declare all the then outstanding Notes to be due and payablepayable immediately. 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 from certain events under clauses (6) or (7) of bankruptcy Section 6.01 of the Indenture with respect to any of the Company Issuers or any of its Significant SubsidiariesGuarantor, all outstanding Notes will become due and payable immediately without further action or notice, and 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. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Notes or the Notes any Guarantees except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by written notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, premium, if any, or interest on, any of the NotesNotes held by a non-consenting Holder. The Company is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon Issuers are required within ten (10) Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultand what action the Issuers propose to take with respect thereto.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the failure to pay payment when due of interest on any the Notes; (ii) default in payment when due of principal of or premium, if any, on the 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 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 on the date specified for such payment in the applicable connection with an offer to purchase)) or otherwise; (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 by the Company or any of its Significant Subsidiaries and to comply with Section 4.07, 4.09, 4.10, 4.18 or 5.01 of the Indenture; (iv) failure by the Company or any of its Subsidiaries for 30 days after notice to comply with certain other agreements in the Indenture or the Notes; (v) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vi) certain final judgments for the payment of money that remain undischarged, unpaid or unstayed undischarged for a period of 60 days after such judgment or judgments become final and non-appealabledays; (vivii) certain events of bankruptcy affecting or insolvency with respect to the Company or any of its Significant Subsidiaries; and (viiviii) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Subsidiary Guarantee shall be held in any judicial proceeding to such Collateral under be unenforceable or invalid or shall cease for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Subsidiary Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Subsidiary Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable's Subsidiary Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . Except as otherwise provided in the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitationsIndenture, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default by the failure to pay Company in any payment of any installment of interest on any Notes Security when the same becomes due and payable payable, if the such default continues for a period of 30 days; (ii) default by the failure to pay Company in the payment of any installment of principal on of any Notes Security when such principal the same becomes due and payable, payable at its stated maturity, upon redemption declaration of acceleration, notice of option to elect repayment 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 on the date specified for such payment in the applicable offer to purchase)otherwise; (iii) a default failure by the Company or any Guarantor to comply with any of its covenants in the observance Securities or performance of any other covenant or agreement contained in the Indenture if the default continues (other than those referred to in clause (i) or (ii) above) and continuance of such failure for a period of 60 90 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)specified below; (iv) acceleration of the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount payment of any Indebtedness of the Company Company, any Guarantor or any Significant Subsidiary in a principal amount exceeding $50,000,000 as a result of the Company (other than a Securitization Entity), or the acceleration failure of the final stated maturity of Company, such Guarantor or such Significant Subsidiary to perform any covenant or agreement applicable to such Indebtedness, which acceleration is not rescinded or annulled within 60 days after written notice thereof or is not paid when otherwise due after the applicable grace period, if any, specified in the aggregate principal amount of agreement or instrument relating to 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 the occurrence of events of bankruptcy or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against insolvency with respect to 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-appealablethat are set forth in the Indenture; (vi) certain events of bankruptcy affecting default by the Company in the payment of Cash or shares of Class B Common Stock (if any) upon conversion of any Security (including any Additional Shares) when the same becomes due and payable; (vii) default by the Company in the payment of its Significant Subsidiariesthe purchase price of any Security when the same becomes due and payable; and (viiviii) 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 security 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 Guarantor, in any pleading in any court to provide on a timely basis written notice of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or a Fundamental Change as required by Section 3.01(b) of the Intercreditor Agreement is invalid or unenforceableFirst Supplemental Indenture. If an Event of Default (other than an Event of Default specified in clause Section 6.01(5) or (vi6) above with respect to of the CompanyOriginal Indenture and except as otherwise provided in Section 6.13 of the Original Indenture) occurs and is continuing, the Trustee Trustee, in its discretion, by notice to the Company, or the Holders of at least 25% in principal amount of the then-outstanding Notes Securities by notice to the Company and the Trustee, may declare the principal amount of, and accrued and unpaid interest on all the Notes Securities to be due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events specified in Section 6.01(5) or (6) of bankruptcy with respect the Original Indenture occurs and is continuing, the principal amount of and interest on all the outstanding Securities issued pursuant to the Company or any of its Significant Subsidiaries, all outstanding Notes will this Indenture shall ipso facto become and be immediately due and payable without further action any declaration or noticeother act on the part of the Trustee or any Securityholders. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, The Holders of a majority in principal amount of the then-outstanding Notes may direct Securities by written notice to the Trustee and the Company may rescind an acceleration of the Securities and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the principal amount of or interest on the Securities that has become due solely because of acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. Securityholders may not enforce the Indenture or the Securities except as provided in its exercise of any trust or powerthe Indenture. The Trustee may withhold from Holders notice of any continuing Default refuse to enforce the Indenture or Event of Default (except a Default the Securities unless it receives indemnity or Event of Default relating security satisfactory to it. Subject 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, 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 limitations provided for in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) the failure to pay a default in any payment of interest on any Notes Security when the same becomes due and payable if the default continues due, continued for a period of 30 days; , (ii) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance payment of principal of any other covenant Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or agreement contained in the Indenture if the default continues for a period of 60 days (otherwise, whether or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that not such default be remedied) from the Trustee or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 payment is prohibited by Article 10 of the Indenture, which will constitute an Event (iii) the failure by the Company to comply with its obligations under Section 5.1 of Default with such notice requirement but without such passage of time requirement); the Indenture, (iv) the failure by the Company to pay at final stated maturity comply for 30 days after notice with certain of its obligations under Article 4 of the Indenture (giving effect in each case, other than a failure to any applicable grace periods and any extensions thereofpurchase Securities), (v) the principal amount of any Indebtedness of failure by the Company to comply for 60 days after notice with its other agreements contained in the Securities or the Indenture, (vi) the failure by the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), to pay any Indebtedness within any applicable grace period after final maturity or the acceleration of the final stated maturity of any such Indebtedness, Indebtedness by the holders thereof because of a default if the aggregate principal total amount of such IndebtednessIndebtedness unpaid or accelerated exceeds $5.0 million or its foreign currency equivalent (the "cross acceleration provision"), together with (vii) certain events of bankruptcy, insolvency or reorganization of the principal amount Company or a Significant Subsidiary (the "bankruptcy provisions") or (viii) the rendering of any other such Indebtedness in default judgment or decree 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 the payment of money in an aggregate 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 $50.0 5.0 million shall have been rendered or its foreign currency equivalent against the Company or any of its a Significant Subsidiaries and Subsidiary that is not discharged, or bonded or insured by a third Person, if (A) an enforcement proceeding thereon is commenced or (B) such judgments remain undischarged, unpaid judgment or unstayed decree remains outstanding for a period of 60 90 days after following such judgment or judgments become final decree and non-appealable; is not discharged, waived or stayed (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable"judgment default provision"). If an Event of Default (other than an Event a Default relating to certain events of Default specified in clause (vi) above with respect to bankruptcy, insolvency or reorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% a majority in principal amount of the then-outstanding Notes Securities may declare the principal of and accrued but unpaid interest on all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoingCertain events of bankruptcy, insolvency, or reorganization are Events of Default which will result in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become Securities being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest 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 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 DefaultHolders.

Defaults and Remedies. Events An Event of Default includeis any one of the following: (i) failure of the failure Company to pay interest on any Notes when the same becomes due and payable if the and default continues for a period of 30 daysdays on the Notes; (ii) failure of the failure Company to pay the principal of or premium, if any, on any the Notes when due at maturity, upon redemption, pursuant to an offer to purchase pursuant to the change of control provision or otherwise by acceleration or otherwise; (iii) 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 occurrence of an event of 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 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 becomes amount of at least $10,000,000 of such Debt due and payable, at maturity, upon redemption which event of default is not cured 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 (vii) 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 waived in accordance with the provisions of such instrument, or such Debt is not discharged, within 30 days after the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security 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 receipt by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, notice from the Trustee or the Holders of at least 25% in principal amount of such series of Securities then outstanding of such event of default and requiring the then-Company to cause such event of default to be cured or such Debt to be discharged; and (vi) certain events of bankruptcy, insolvency or reorganization. If an Event of Default (other than certain events of bankruptcy, insolvency or reorganization) relating to the Notes occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Notes then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding payable immediately in accordance with Section 6.02 of the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or noticeIndenture. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may require security and indemnity satisfactory to it before it enforces the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes. Subject to certain limitations, Holders of a majority in principal amount of the then-Notes then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default default (except a Default or Event of Default relating to the default in 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, 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 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 Defaultinterests.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) the 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 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance payment of principal of, or performance premium, if any, on the Notes when due at their Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (ii) a default in any payment of interest or Additional Interest, if any, on the Notes when due, continued for 30 days, (iii) the failure by either of the Issuers or the Guarantors to comply for 60 days after written notice by Holders of not less than 25% in principal amount of the Notes then outstanding with any other covenant covenant, representation, warranty or other agreement contained in the Indenture if or the Notes, (iv) default continues for a period of 60 days (or 180 days in the case payment at maturity (continued for the longer of any applicable grace period, extension, forbearance or other similar period or 30 days) of any Indebtedness aggregating $25,000,000 or more of the covenant described under Section 4.03 Issuers or any Significant Subsidiary or any group of Restricted Subsidiaries of Mediacom Broadband LLC which, if merged into each other, would constitute a Significant Subsidiary, or the Indenture) 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 the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or thereof by the Holders of at least not less than 25% of the then-outstanding in principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenturethen outstanding, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 any final judgment or more judgments in an aggregate amount for the payment of money in excess of $50.0 million shall have been 25,000,000 (net of amounts covered by insurance) is rendered against the Company Issuers or a Significant Subsidiary or any group of its Restricted Subsidiaries of Mediacom Broadband LLC, which, if merged into each other, would constitute a Significant Subsidiaries Subsidiary, and such judgments remain undischarged, unpaid or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable; 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) certain events the guarantee of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Guarantor ceasing to be in full force and effect, for any reason, and such failure should continue for 60 days or effect (y) the assertion except as contemplated by the Company terms of the Indenture). Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes 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, in Guarantor to deny or disaffirm its obligations under the Indenture or any pleading in any court Restricted Subsidiary Guarantee shall also be an Event of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableDefault. If an Event of Default occurs and is continuing (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuingresulting from certain events of bankruptcy, insolvency or reorganization), the Trustee or the Holders of at least not less than 25% in principal amount of the then-outstanding Notes may declare the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payablepayable 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 principal amount of the outstanding 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 arising resulting from certain events of bankruptcy with respect to the Company bankruptcy, insolvency or any of its Significant Subsidiariesreorganization, all outstanding Notes will become shall be due and payable immediately without further action or notice. Holders of the Notes may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes unless it receives indemnity or security satisfactory to it. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 in payment of principal or interestof premium, if any, or interest or Additional Interest, if any, on the Notes) if it the Trustee determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the best interest 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 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 DefaultHolders.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) default for 30 days in payment of interest when due on the failure to pay interest on any Notes when the same becomes due and payable if the default continues for a period of 30 daysSecurities; (ii) the failure to pay the default in payment of principal on any Notes when such principal becomes due and payable, the Securities at maturity, upon required repurchase, upon required repurchase or upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change paragraphs 5 and 6 of Control Offer the Securities, upon declaration or a Net Proceeds Offer on the date specified for such payment in the applicable offer to purchase)otherwise; (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after failure by 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 then-outstanding principal amount of the Notes (except in the case of a default to comply with respect to Section 5.01 its obligations under ARTICLE IV of the Indenture, (iv) failure by the Company to comply for 30 days after notice with any of its obligations under the 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 will shall constitute an Event of Default with such notice requirement but without such passage of time requirementunder clause (ii) above); , (ivv) the failure by the Company to pay at final stated maturity comply for 60 days after notice with its other agreements contained in the Indenture, (giving effect to any applicable grace periods and any extensions thereofvi) the principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary if not paid within any applicable grace period after final maturity or is accelerated by the holders thereof because of a default and the total amount of such Indebtedness unpaid or accelerated exceeds $5.0 million (the "cross acceleration provision"), (vii) certain events of bankruptcy, insolvency or reorganization of the Company or a Significant Subsidiary (other than a Securitization Entitythe "bankruptcy provisions"), (viii) any judgment or decree for the acceleration payment 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 money in excess of $50.0 5.0 million shall have been is rendered against the Company or any of its a Significant Subsidiaries Subsidiary and such judgments judgment or decree shall remain undischarged, unpaid undischarged or unstayed for a period of 60 days after such judgment or judgments become becomes final and non-appealable; appealable (vithe "judgment default provision") certain events of bankruptcy affecting the Company or (ix) any of its Significant Subsidiaries; and (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Subsidiary Guarantee ceases to be in full force and effect, for any reason, and such failure should continue for 60 days or effect (y) the assertion except as contemplated by the Company terms of the Indenture) or any GuarantorSubsidiary Guarantor denies or disaffirms its obligations under the Indenture or its Subsidiary Guarantee. However, in any pleading in any court a default under clauses (iv) and (v) will not constitute an Event of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents Default until the Trustee or the Intercreditor Agreement is invalid or unenforceableholders 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 (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes Securities may declare all the Notes Securities to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy with respect to or insolvency are Events of Default which will result in the Company or any of its Significant Subsidiaries, all outstanding Notes will become Securities being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in 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, 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 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 of Default include, without limitation: (i) the failure of the Issuer to pay interest all or any part of the unpaid principal on any the Notes when and as the same becomes due and payable at the Principal Maturity Date, upon prepayment in accordance with Section 3.07 of the Indenture or by acceleration; failure by the Issuer to pay installments of Fixed Interest in full on the Notes for two consecutive Interest Payment Dates whether or not required to be paid pursuant to Section 4.06 of the Indenture, provided that both of such installments remain unpaid after such second consecutive Interest Payment Date; failure by the Issuer or any of its Subsidiaries to observe or perform the provisions of Sections 4.01 or 4.06 of the Indenture, if the default continues for a period of such failure is not remedied within 30 days; (ii) failure by the failure Issuer to pay the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption observe 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 on the date specified for such payment perform in the applicable offer to purchase); (iii) a default in the observance or performance of all material respects any other covenant or agreement on the part of the Issuer contained in the Indenture Notes or the Indenture, if the default continues for a period of such failure is not remedied within 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying is given to the default (and demanding that such default be remedied) from Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except then Outstanding, in either case specifying such default, requiring that such default be remedied and stating that such notice is a "Notice of Default;" from and after the payment in full of the obligations under the Berkadia Credit Agreement, failure by the Issuer or any Significant Subsidiary to observe or perform in all material respects any covenant or agreement on the part of the Issuer or such Significant Subsidiary contained in the Security Agreements, the Intercompany Notes, the Intercompany Notes Guarantee or the Intercompany Notes Pledge Agreement, if such failure is not remedied within 60 days after written notice is given 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 Notes then Outstanding, in either case specifying such default, requiring that such default be remedied and stating that such notice is a "Notice of Default;" the transfer or other disposition by the Issuer of the Intercompany Notes, other than a default with respect transfer or other disposition (a) to a Subsidiary of the Issuer where such transfer or other disposition does not result in any adverse impact on the rights of any Holder, or (b) to the surviving entity in a merger or consolidation permitted by Section 5.01 of the Indenture; any of the Security Agreements shall cease, which will constitute an Event of Default for any reason, to be in full force and effect with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect respect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company Collateral, or the Issuer shall so assert with respect to any Security Agreements, or any Significant Subsidiary Lien created by any of the Company (other than Security Agreements with respect to any of the Collateral shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, except with respect to any such event that is immaterial to the rights of the Holders; a Securitization Entity)default occurs under the Berkadia Loan, or if such default results in the acceleration of the final stated maturity of Berkadia Loan prior to its express maturity; any such IndebtednessIntercompany Notes Guarantee issued by an Intercompany Notes Guarantor that is a Significant Subsidiary shall cease, if the aggregate principal amount of such Indebtednessfor any reason, 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 (vii) 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail to be in full force and effect, or such Guarantor shall so assert with respect to such Intercompany Notes Guarantee, or the Intercompany Notes Pledge Agreement with respect to a Guarantor that is a Significant Subsidiary shall cease, for any reason, to be in full force and effect with respect to any of the Intercompany Collateral of such failure should continue for 60 days or (y) the assertion by the Company or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest or such Guarantor shall so assert with respect to such Collateral under Intercompany Notes Pledge Agreement, or any Security Documents or lien created by the Intercreditor Intercompany Notes Pledge Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) Intercompany Collateral of such a Guarantor shall cease to be enforceable and of the same effect and priority purported to be created thereby, in each case, except with respect to any such event that is immaterial to the rights of the Issuer under the Intercompany Notes; and certain events of bankruptcy or insolvency with respect to the Issuer, FINOVA Capital or any Intercompany Notes Guarantor that is a Significant Subsidiary of the Issuer. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding 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 with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or noticeimmediately. Holders of the Notes may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the 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 then Outstanding Notes may direct the Trustee in its exercise of any trust or power; provided, however, that in determining whether the Holders of the required principal amount of Notes have concurred in any such direction, Notes owned by any Affiliate of the Issuer shall be disregarded, except that for purposes of determining whether the Trustee shall be protected in relying on any such direction, only Notes which a responsible officer of the Trustee actually knows are so owned shall be disregarded. 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. The Holders of a majority in aggregate principal amount of the Notes then-outstandingthen Outstanding, by notice to the Trustee, may, may on behalf of the Holders of all of the Notes, Notes waive any existing past 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, on or the principal of, of the Notes. The Company is ; provided, however, that in determining whether the Holders of the required to deliver to principal amount of Notes have concurred in any such waiver, Notes owned by any Affiliate of the Issuer shall be disregarded, except that for the purposes of determining whether the Trustee annually shall be protected in relying on any such direction, only Notes which a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware responsible officer of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Defaultactually knows are so owned shall be disregarded.

Defaults and Remedies. Under the Indenture, Events of Default include: , among others, (ia) default in the failure to pay payment of principal or premium, if any, when due; (b) default in the payment of any installment of interest on any Notes when the same becomes due and payable if the default continues due, continued for a period of 30 days; (iic) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in of either of the Indenture if Issuers applicable to the default continues Notes, continued for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying to the default (and demanding that such default be remedied) from Issuers by the Trustee or to the Issuers and the Trustee, by the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes then outstanding requiring the same to be remedied; (except d) certain events of bankruptcy, insolvency or reorganization of either of the Issuers or any Restricted Subsidiary; and (e) default under any bond, debenture, note or other evidence of indebtedness for money borrowed by either of the Issuers or any Restricted Subsidiary or 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 of either of the Issuers or any Restricted Subsidiary resulting in the case acceleration of a such indebtedness, or any default with respect to Section 5.01 in payment of the Indenture, which will constitute an Event such indebtedness (after expiration of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount presentation of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entitydebt instruments, if required), or the acceleration of the final stated maturity of any such Indebtedness, if the aggregate principal amount of all such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity or which indebtedness that 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 so accelerated 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 (vii) with respect to any Collateral having a fair market value in excess of $50 million, individually or in the aggregate, unless such Collateral which there has been released from the Liens such a default in accordance with the provisions payment shall exceed $10,000,000 and there has been a failure to obtain rescission or annulment of all such accelerations or to discharge all such defaulted indebtedness within 20 days after written notice of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceabletype specified below. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs shall occur and is be continuing, the Trustee or the Holders of at least not less than 25% in aggregate principal amount of the then-outstanding Notes then outstanding, by notice in writing to the Issuers (and to the Trustee, if given by the Holders), may declare the principal of all of the Notes and the interest, if any, accrued thereon to be due and payable. Notwithstanding payable immediately; provided, however, that the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-Notes then outstanding, by notice in writing to the Issuers and the Trustee, may rescind and annul such declaration and its consequences if all defaults under such Indenture are cured or waived. No Holder of Notes then outstanding Notes may direct institute any suit, action or proceeding with respect to, or otherwise attempt to enforce, such Indenture, unless (i) such Holder previously shall have given to the Trustee written notice of default and of the continuance thereof, (ii) the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding shall have made written request to the Trustee to institute such suit, action or proceeding and shall have offered to the Trustee such reasonable indemnity as it may require with respect thereto and (iii) the Trustee for 60 days after its exercise receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; provided that, the right of any trust or power. The Trustee may withhold from Holders notice Holder of any continuing Default or Event of Default (except a Default or Event of Default relating Note to the receive payment of the principal of, premium, if any, or interest) , if it determines that withholding notice is in their interestany, on such Note, on or after the respective due dates, or to institute suit for the enforcement of any such payment shall not be impaired or affected without the consent of such Holder. The Holders of a majority in aggregate principal amount of the Notes then-outstandingthen outstanding may direct the time, by notice method and place of conducting any proceeding for any remedy available to the Trustee, may, Trustee or exercising any trust or power conferred on behalf of the Holders of all of Trustee with respect to the Notes, waive any existing Default provided that the Trustee may decline to follow such direction if the Trustee determines that such action or Event of Default and its consequences under proceeding is unlawful or would involve the Indenture except a continuing Default or Event of Default Trustee in the payment of interest on, or the principal of, the Notespersonal liability. The Company is Issuers are required to deliver furnish to the Trustee annually a statement regarding certificate as to compliance by the Issuers with all conditions and covenants under 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 of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable if and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes 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 on the date specified for such payment in the applicable offer to purchaseOffer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the which default continues for a period of 60 30 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 the “Merger, Consolidation and Sale of the IndentureAssets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Company, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedaccelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $50.0 25.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $50.0 25.0 million shall have been rendered against the Company or any of its Significant 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; and or (vii) with respect to any Collateral having Guarantee of 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Significant Subsidiary ceases to be in full force and effect, for any reason, effect or is declared to be null and such failure should continue for 60 days void and unenforceable or (y) the assertion by the Company is found to be invalid or any Guarantor, in any pleading in any court of competent jurisdiction, Guarantor that any security interest with respect to such Collateral is a Significant Subsidiary denies its liability under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default its Guarantee (other than an Event by reason of Default specified release of a Guarantor in clause (vi) above accordance with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount terms 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 with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the 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 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 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 of Default include: (i) default for 30 days in the failure to pay payment when due of interest on any the Notes; (ii) default in payment when due of principal of or premium, if any, on the 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 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 on the date specified for such payment in the applicable connection with an offer to purchase); ) or otherwise, (iii) a default in failure by the observance Company to comply with Sections 4.10, 4.15 or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 5.01 of the Indenture; (iv) after failure by the Company receives written for 60 consecutive days after notice specifying to the default (and demanding that such default be remedied) from Company by the Trustee or the Holders of at least 25% of the then-outstanding in principal amount of the Notes (except then outstanding voting as a single class to comply with any other agreement in the case of a Indenture; (v) default with respect under certain other agreements relating to Section 5.01 Indebtedness of the IndentureCompany which default (A) is caused by a Payment Default or (B) results in the acceleration of such Indebtedness prior to its express maturity, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) and, in each case, the principal amount of 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 under which there has been a Payment Default or the maturity or of which has been so accelerated, aggregates $50.0 25.0 million or more at more, provided that any timedefault 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; (vvi) one certain final judgments for the payment of money that remain undischarged for a period of 60 days; (vii) certain events of bankruptcy or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against insolvency with respect to the Company or any of its Significant 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 that are Significant Subsidiaries; and (viiix) 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 except as permitted by the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect any Note Guarantee shall be held in any judicial proceeding to such Collateral under be unenforceable or invalid or shall cease for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable's Note Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a written statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. Events An Event of Default includewith respect to the Notes occurs upon the occurrence of any of the following events: (i) the 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 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 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under comply with Section 4.03 4.17 of the Indenture) ; the failure by the Parent or any of the Restricted Subsidiaries for 60 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 not less than 25% of the then-outstanding aggregate principal amount of the Notes (except including Additional Notes, if any) outstanding to comply with any of its other agreements in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement)Notes or the Note Guarantees; (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company Parent or any Significant Subsidiary of the Company (other than a Securitization Entity)Restricted Subsidiary, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (which acceleration is not rescinded, annulled or otherwise cured within 30 days of receipt by the 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 acceleratedso accelerated (in each case with respect to which the 30-day period described above has passed), aggregates equals $50.0 million or more at any time; (v) one the failure by the Parent or more any of Restricted Subsidiary to pay final judgments in an aggregate amount aggregating in excess of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries and such million, which judgments remain undischargedunpaid, unpaid undischarged or unstayed for a period of 60 days after such judgment or judgments become final and non-appealabledays; (vi) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) insolvency with respect to the Parent or any Collateral having Restricted Subsidiary that is a fair market value in excess of $50 million, individually Significant Subsidiary; or in except as permitted by 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 security interest with respect to such Collateral under any Security Document Indenture or the Intercreditor Agreement Note Guarantees, any Note Guarantee shall fail be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason 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 Parent or any Guarantor, in Restricted Subsidiary or any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Person acting on behalf of the then-outstanding Notes may declare all the Notes to be due and payableParent or any Restricted Subsidiary shall deny or disaffirm in writing its obligations under its Note Guarantee. Notwithstanding the foregoing, in 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 any of its Significant Subsidiariesthe Parent, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the IndentureIf any other Event of Default occurs and is continuing, the Security Documents, Trustee or Holders of at least 25% in aggregate principal amount of the Intercreditor Agreement or the then outstanding Notes except as provided in the Indenture, the Security Documents may declare all Notes to be due and the Intercreditor Agreement, as applicablepayable immediately. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee 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 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 it determines any, when due, no Holder of a Note may pursue any remedy with respect to the Indenture or the Notes unless: such Holder has previously given Trustee written notice that withholding notice an Event of Default is continuing; Holders of at least 25% in their interestaggregate 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 expense; 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 then-outstanding, by written notice to the Trustee, Trustee may, on behalf of the Holders holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture 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, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events of Default include: (i) default for 30 days in the failure payment when due of interest on, or Special Interest, if any, with respect to pay interest on any the Notes; (ii) default in the payment when due of the principal of, or premium, if any, on, the 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 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 on the date specified for such payment in the applicable connection with an offer to purchase)) or otherwise; (iii) a default in failure by the observance Company or performance any of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case its Restricted Subsidiaries to comply with Section 5.01 of the covenant described under Indenture; (iv) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 of the Indenture) Indenture for 90 days after notice to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least 25% of the then-outstanding in aggregate principal amount of the Notes (except including Additional Notes, if any, then outstanding to comply with any of the other agreements in the case of a default with respect to Section 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), Indenture 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 timeNotes; (v) one or more judgments in an aggregate amount in excess of $50.0 million shall have been rendered against failure by the Company or any of its Significant Restricted Subsidiaries and to comply with any of the other agreements in this Indenture for 60 days after written notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding; (vi) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its Stated Maturity; (vii) certain final judgments for the payment of money that remain undischarged, unpaid or unstayed undischarged for a period of 60 days after such judgment or judgments become final and non-appealabledays; (viviii) certain events of bankruptcy affecting or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant SubsidiariesSubsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; and (viiix) 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 except as permitted by the Indenture, any Note Guarantee by a Guarantor that is a Significant Subsidiary of the Security Documents and the Intercreditor Agreement, (x) the security interest with respect Company is held in any judicial proceeding to such Collateral under be unenforceable or invalid or ceases for any Security Document or the Intercreditor Agreement shall fail reason 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 effect or any Guarantor that is a Significant Subsidiary of the Company, or any Person acting on its behalf denies or disaffirms its obligations under such Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable’s Note Guarantee. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may by written notice to the Company declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiariesinsolvency, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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 interestinterest 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 then-outstanding, by notice to the Trustee, 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 Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon within 30 days of becoming aware of any Default or Event of DefaultDefault that has occurred and is continuing, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events An "Event of Default includeDefault" occurs if: (i) the failure to pay Issuers default in the payment when due of interest on any the Notes when the same becomes due and payable if the default continues for a period of 30 daysdays (whether or not prohibited by the subordination provisions of the Indenture); (ii) the failure to pay Issuers default in the payment when due of principal on any Notes when such principal becomes due and payableof or premium, at maturityif any, 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 on the date specified for such payment in Notes (whether or not prohibited by the applicable offer to purchasesubordination provisions of the Indenture); , (iii) a default in the observance Issuers fail to comply with Section 4.15 of the Indenture; (iv) the Issuers or performance of any Guarantor fail to observe or perform any other covenant covenant, warranty or other agreement contained in the Indenture if or the default Notes and such failure continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying of such failure shall have been given to the default (and demanding that such default be remedied) from Issuers by the Trustee or to the Issuers and the Trustee by Holders of at least 2525 % of the then-outstanding in aggregate principal amount of the Notes then outstanding; (except in the case of v) a default with respect to Section 5.01 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 will default results in the acceleration of such Indebtedness prior to its express maturity or shall constitute an Event a default in the payment of Default with such notice requirement but without such passage issue of time requirement); (iv) the failure to pay Indebtedness at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 the maturity of which has been so accelerated or which has not been acceleratedpaid at maturity, aggregates $50.0 10 million or more at any timemore; (vvi) one Consoltex Group or more any of its Subsidiaries fails to pay final judgments in an aggregate amount aggregating in excess of $50.0 million shall have been rendered against 10 million, which judgments are not satisfied or stayed for a period of 60 consecutive days; (vii) certain events of bankruptcy or insolvency occur with respect to the Company Issuers or any 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 effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its Significant Subsidiaries obligations under the Guarantee of such Guarantor and such judgments remain undischarged, unpaid or unstayed condition shall have continued for a period of 60 days after written notice of such judgment failure requiring the relevant Guarantor and the Issuers to remedy the same shall have been given to the issuers by the Trustee or judgments become final to the Issuers and non-appealable; (vi) certain events the Trustee by Holders of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) with respect to any Collateral having a fair market value at least 25% in excess of $50 million, individually or in the aggregate, unless such Collateral has been released from the Liens in accordance with the provisions aggregate principal amount of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableNotes then outstanding. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 2525 % in aggregate principal amount of the then-then outstanding Notes may declare all the Notes to be due and payablepayable 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. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company issuers or any of its Significant their respective Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is 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 be based upon Consoltex Group's latest financial statements), and the Company is required, Issuers are 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 Each of Default includethe following constitutes an Event of Default: (i) default by the failure to pay Company in the payment of interest on any the Notes when the same becomes due and payable if and the default Default continues for a period of 30 days; (ii) default by the failure to pay Company in the payment of the principal of or premium, if any, on any the Notes when such principal the same becomes due and payable, 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 on the date specified for such payment in the applicable offer to purchase)otherwise; (iii3) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after failure by 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 then-outstanding principal amount of the Notes (except in the case of a default any Subsidiary to comply with respect to Section Sections 4.07, 4.09, 4.10, 4.15, or 5.01 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv4) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of by the Company or any Significant Subsidiary for 60 days after notice to comply with any of its other agreements in the Indenture or the Notes; (5) 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 money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company or any of its Restricted Subsidiaries), whether such Indebtedness or guarantee now exists, or shall be created hereafter, which default (a) is caused by a failure to pay principal of or premium, if any, or interest on such Indebtedness prior to the expiration of the Company grace period provided in such Indebtedness on the date of such default (other than a Securitization Entity), "Payment Default") or (b) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, 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 under which there has been a Payment Default or the maturity or of which has been so accelerated, aggregates $50.0 5.0 million or more at any timemore; (v6) one a final judgment or more final judgments in an aggregate amount in excess for the payment of $50.0 million shall have been rendered money are entered by a court or courts of competent jurisdiction against the Company or any of its Restricted Subsidiary that would be a Significant Subsidiaries Subsidiary and such judgment or judgments remain undischargedunpaid, unpaid undischarged or unstayed for a period of 60 days after days, provided that the aggregate of all such judgment or undischarged judgments become final and non-appealableexceeds $5.0 million; (vi7) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default (other than an Event of Default specified in clause (vi) above insolvency with respect to the Company) , any Restricted Subsidiary that would constitute a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary and (8) the termination of any Subsidiary Guarantee for any reason not permitted by the Indenture, or the denial by any Subsidiary Guarantor or any Person acting on behalf of any Subsidiary Guarantor of such Subsidiary Guarantor's obligations under its respective Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payablepayable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company Company, any Restricted Subsidiary that would constitute a Significant Subsidiary or any group of its Restricted Subsidiaries that, taken together, would constitute a Significant SubsidiariesSubsidiary, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. 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. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of principal, interest on, or the principal of, premium on the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Under the Indenture, Events of Default include: include (i) the failure to pay a default in any payment of interest on any Notes Security when the same becomes due and payable if the default continues due, continued for a period of 30 days; , (ii) the failure to pay the principal 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance payment of principal of any Security when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise, (iii) the failure by the Issuers or the Company to comply with its obligations under Section 5.01 of the Indenture, (iv) the failure (A) by the Issuers or the Company to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture or (B) by the Company or the Issuers or any Restricted Subsidiary to comply for 30 days after notice with any of its obligations under Article 4 of the Indenture (other covenant than a failure to purchase Securities which shall constitute an Event of Default under clause (ii) above), other than as described in clause (i), (ii) or agreement contained (iii) above, (v) the failure by the Issuers or the Company to comply with other agreements in the Securities, the Indenture or the Note Guaranty, in certain cases subject to notice and lapse of time, (vi) the Guaranty ceases to be in full force and effect (except as contemplated by the terms thereof) or the Company denies or disaffirms its obligations under the Indenture or the Guaranty, (vii) the failure by the Company, the Issuers or any Restricted 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 default if the total amount of such Indebtedness unpaid or accelerated exceeds US$5 million and such default continues shall not have been cured or such acceleration rescinded after a 10-day period, (viii) certain events of bankruptcy, insolvency or reorganization of the Company, the Issuers or any Subsidiary, (ix) the rendering of any judgment or decree for the payment of money in excess of US$5 million (to the extent not covered by insurance) against the Company, the Issuers or a Subsidiary if (A) an enforcement proceeding thereon is commenced or (B) such judgment or decree remains outstanding for a period of 60 days following such judgment and is not discharged, waived or stayed, (x) any Account is not maintained as required or 180 days any drawing under any Account is not made when required to be made and in the any such case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default such failure continues unremedied for five Business Days (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except or, in the case of a default with respect failure to Section 5.01 maintain any required amount in, or to make a drawing under, the Notes DSR Account, 30 days), (xi) the Security Documents shall cease to grant the Holders any of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); material collateral or rights purported to be granted thereunder or (ivxii) the failure to pay at final stated maturity (after giving effect to any applicable grace periods the anticipated receipt and any extensions thereof) the principal amount application of any Indebtedness of insurance proceeds, 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 Mill is abandoned 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 (vii) with respect to any Collateral having a fair market value in excess of $50 million, individually whole or in the aggregate, unless such Collateral has been released from the Liens substantial part or is destroyed or made permanently inoperable in accordance with the provisions of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security interest with respect to such Collateral under any Security Document whole 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceablesubstantial part. If an Event of Default with respect to the Securities occurs (other than an Event of Default specified in clause (vi) above with respect to the CompanyIssuers or the Company pursuant to certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount at maturity of the then-outstanding Notes Securities may declare the Accreted Value as of the date on which the Securities first became due and payable plus accrued and unpaid interest, if any, on all the Notes Securities to be due and payable. Notwithstanding the foregoingUpon such a declaration, in the case of an Event of Default arising from certain events of bankruptcy with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become such Accreted Value and accrued and unpaid interest shall be due and payable without further action or noticeimmediately. Holders Securityholders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes Securities except as provided in the Indenture, . The Trustee may refuse to enforce the Security Documents and Indenture or the Intercreditor Agreement, as applicableSecurities unless it receives reasonable indemnity or security. Subject to certain limitations, Holders of a majority in principal amount of the then-outstanding Notes Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders Securityholders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount the interest 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 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 DefaultHolders.

Defaults and Remedies. Events of Default include: (i) the failure to pay interest on any Notes when the same becomes due and payable if and the default continues for a period of 30 days; (ii) the failure to pay the principal on any Notes 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 on the date specified for such payment in the applicable offer to purchaseOffer); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the which default continues for a period of 60 30 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to under Section 5.01 5.1 of the Indenture, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Significant Restricted Subsidiary of the Company (other than a Securitization Entity)Company, or the acceleration of the final stated maturity of any such IndebtednessIndebtedness (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 acceleratedaccelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $50.0 25.0 million or more at any time; (v) one or more judgments in an aggregate amount in excess of $50.0 25.0 million shall have been rendered against the Company or any of its Significant 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; and or (vii) with respect to any Collateral having Guarantee of 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 security interest with respect to such Collateral under any Security Document or the Intercreditor Agreement shall fail Significant Subsidiary ceases to be in full force and effect, for any reason, effect or is declared to be null and such failure should continue for 60 days void and unenforceable or (y) the assertion by the Company is found to be invalid or any Guarantor, in any pleading in any court of competent jurisdiction, Guarantor that any security interest with respect to such Collateral is a Significant Subsidiary denies its liability under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an Event of Default its Guarantee (other than an Event by reason of Default specified release of a Guarantor in clause (vi) above accordance with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount terms 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 with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement or the Notes except as provided in the 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 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 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 An Event of Default includewith respect to any Notes occurs if: (ia) default in payment (whether or not such payment is prohibited by the failure to pay interest on any Notes when subordination provisions of the same becomes due and payable if the default continues for a period Indenture) of 30 days; (ii) the failure to pay the principal on any Notes of, or premium, if any, or Fundamental Change Payment or Redemption Price with respect to the Notes, when such principal becomes due and payable, at maturity, upon redemption repurchase or otherwise redemption, upon acceleration or otherwise; (including b) default for 30 days or more in payment (whether or not such payment is prohibited by the subordination provisions of the Indenture) of any installment of interest on the Notes; (c) failure to make provide timely notice of 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)Fundamental Change; (iiid) a default by the Company for 60 days or more after notice in the observance or performance of any other covenant or agreement contained covenants in the Indenture if the default continues for a period of 60 days Indenture; (e) one or 180 days more defaults in the case payment of the covenant described under Section 4.03 principal of the Indenture) 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 then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of the Indenturepremium, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the failure to pay at final stated maturity (giving effect to if any, on any Indebtedness within any applicable grace periods and any extensions thereof) period after the principal amount of any Indebtedness of the Company or any Significant Subsidiary of the Company (other than a Securitization Entity), final scheduled maturity thereof or the acceleration of the final stated maturity of any such Indebtedness, Indebtedness by the holders thereof because of a default if the aggregate principal total amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final maturity unpaid or which has been accelerated, aggregates accelerated exceeds $50.0 100.0 million or more at its foreign currency equivalent and such failure continues for 30 days; provided, that this clause (e) shall not apply to (A) any timenotice of wind-down or any comparable notice to be given in connection with a Qualified Securitization Transaction or (B) any wind-down, or comparable event, with respect to a Qualified Securitization Transaction; (vf) 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 or group of subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and its subsidiaries), would constitute a Significant Subsidiary fail to pay final judgments aggregating in excess of $100.0 million (net of any amounts for which a reputable and creditworthy insurance company is liable, unless such insurance company has disclaimed such liability in writing), which judgments remain undischargedare not paid, unpaid discharged or unstayed stayed for a period of 60 days after following such judgment judgments and none of such judgments has been discharged, waived or judgments become final and non-appealablestayed; or (vig) certain events of bankruptcy affecting the Company involving bankruptcy, insolvency or any of its Significant Subsidiaries; and (vii) 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 reorganization of the Indenture, the Security Documents and the Intercreditor Agreement, (x) the security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableCompany. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders holders of at least 25% in aggregate principal amount of the then-then outstanding Notes may declare the unpaid principal of, premium, if any, and accrued and unpaid interest on, all the Notes then outstanding to be due and payable. Notwithstanding the foregoingpayable immediately, except that in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency, or reorganization with respect to the Company or any of its Significant SubsidiariesCompany, all outstanding Notes will become due and payable without further action or notice. Holders of Notes may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, . The Trustee may require security or indemnity satisfactory to it before it enforces the Security Documents and Indenture or the Intercreditor Agreement, as applicableNotes. Subject to certain limitations, Holders holders of at least a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the in payment of principal principal, premium, if any, or interest) if it determines that withholding notice is in their interestinterests. The Holders of a majority in aggregate principal amount of the Notes then-outstanding, by notice Company must furnish annual compliance certificates to the Trustee, may, on behalf of the Holders of all of the Notes, waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. Events Each of the following is an Event of Default includeunder the Indenture: (i) the failure to pay make the payment of any interest on the Notes when the same becomes due and payable, and such failure continues for a period of 30 days; failure to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable if the default continues for a period of 30 daysat its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise; (ii) the failure to pay comply with Section 5.01 of the principal on any Notes when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the Indenture; 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); (iii) a default in the observance or performance of comply with any other covenant or agreement contained in the Notes or in the Indenture if (other than a failure that is the default subject of the foregoing clauses), and such failure continues for a period of 60 30 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after written notice is given to the Company receives written notice specifying the default (and demanding that such default be remedied) from by the Trustee or the Holders of at least not less than 25% of the then-outstanding in aggregate principal amount of the Notes (except in the case then outstanding specifying such default, demanding that it be remedied and stating that such notice is a "Notice of Default"; a default with respect to Section 5.01 under any Debt by the Parent or any Restricted Subsidiary that results in acceleration of the Indenturematurity of such Debt, which will constitute an Event of Default with such notice requirement but without such passage of time requirement); (iv) the or failure to pay at final stated maturity (giving effect to any applicable grace periods and any extensions thereof) the principal amount of 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 IndebtednessDebt at maturity, if the in an 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 greater than $50.0 10.0 million or more its foreign currency equivalent at any the time; (v) one any final judgment or more judgments for the payment of money in an aggregate amount in excess of $50.0 10.0 million (or its foreign currency equivalent at the time) (net of any amounts that a reputable and creditworthy insurance company shall have been acknowledged liability for in writing) that shall be rendered against the Company Parent or any of its Significant Subsidiaries Restricted Subsidiary and such judgments remain undischargedthat shall not be waived, unpaid satisfied or unstayed discharged for a any period of 60 30 consecutive days after during which a stay of enforcement shall not be in effect; any Guarantee of the Parent or a Significant Restricted Subsidiary or a group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Restricted Subsidiary ceases to be in full force and effect (other than in accordance with the terms of such judgment Guarantee) or judgments become final any Guarantor denies or disaffirms its obligations under its Guarantee; and non-appealable; (vi) certain events of bankruptcy bankruptcy, insolvency or reorganization affecting the Company or any of its Significant Restricted Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceable. If an any Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy with respect to or insolvency described in the Company or any of its Significant SubsidiariesIndenture, all outstanding Notes will shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Security Documents, the Intercreditor Agreement Indenture or the Notes except as provided in the Indenture, the Security Documents and the Intercreditor Agreement, as applicable. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then-then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Special 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, then outstanding by notice to the Trustee, may, Trustee may on behalf of the Holders of all of the Notes, Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Special Interest on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, 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 each of the following events constitutes an Event of Default includewith respect to this Note: (i) the failure to pay principal of any Note when it becomes due and payable at stated maturity, upon acceleration, redemption or otherwise; (ii) failure to pay interest on any Notes Note when the same it becomes due and payable if the default and such Default continues for a period of 30 days; (iiiii) the failure to pay the principal on comply with 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 on the date specified for such payment in the applicable offer to purchase); (iii) a default in the observance or performance of any other covenant or agreement contained in the Indenture if the default continues for a period of 60 days (or 180 days in the case of the covenant described under Section 4.03 of the Indenture) after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee other agreements or the Holders of at least 25% of the then-outstanding principal amount of the Notes (except in the case of a default with respect to Section 5.01 of covenants in, or other provisions of, the Indenture, which will constitute an Event of Default with such failure is not cured within 60 days after notice requirement but without such passage of time requirement)is given as specified in the Indenture; (iv) the failure any Guarantee ceases to pay at final stated maturity (giving be in full force and effect to any applicable grace periods and any extensions thereof) the principal amount of any Indebtedness of the Company or any Significant Subsidiary Guarantor denies or disaffirms its obligations under its Guarantee, except, in each case, in connection with a release 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 Guarantee in accordance with the principal amount terms 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 timethis Indenture; (v) one the nonpayment at maturity or more judgments in an aggregate amount in excess other default (beyond any applicable grace period) under any agreement or instrument relating to any other Indebtedness of $50.0 million shall have been rendered against the Company or any of its Significant Subsidiaries (the unpaid principal amount of which is not less than $50 million), which default results in the acceleration of the maturity of such Indebtedness prior to its stated maturity or occurs at the final maturity thereof and such judgments remain undischarged, unpaid acceleration has not been rescinded or unstayed for a period of 60 annulled or such Indebtedness repaid within 30 days after such judgment or judgments become final notice is given as specified in the Indenture; and non-appealable; (vi) certain events of bankruptcy affecting bankruptcy, insolvency or reorganization of the Company or any of its Significant Subsidiaries; and (vii) 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 security 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 Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents or the Intercreditor Agreement is invalid or unenforceableSubsidiary. If an Event of Default (other than an Event of Default specified in clause (vi) above with respect to the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then-outstanding Notes hereof 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 with respect to the Company or any of its Significant Subsidiaries, all outstanding Notes will become declared due and payable without further action or notice. Holders may not enforce in the Indenture, manner and with the Security Documents, the Intercreditor Agreement or the Notes except as effect provided in the 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 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 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.