Common use of Defaults and Remedies Clause in Contracts

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Notes have the Events of Default relating to the Notes are defined as set forth in Section 6.01 6.1 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain Default. Certain events of bankruptcy or insolvency, insolvency are Events of Default and shall result in the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives an indemnity reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 power with respect to the payment of principal or interest, if it determines that withholding notice is in their interestNotes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, with respect to the Notes except a continuing Default or Event of Default in the payment of the premium, interest on on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer above description of Events of Default and remedies is required to deliver qualified by reference, and subject in its entirety, to the Trustee annually a statement regarding compliance with more complete description thereof contained in the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs shall have occurred and is be continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interestpremium, if any, on, and accrued interest on all the then total outstanding Notes to be due and payable immediately. Notwithstanding by notice in writing to the foregoingCompany and, in if given by the case Holders, to the Trustee, specifying the respective Events of an Event of Default arising from certain events of bankruptcy or insolvency, the principal ofDefault, and accrued but unpaid interest, if any, on, all the then outstanding Notes same shall become immediately due and payable without further action or noticepayable. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives indemnity or security reasonably satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 principal, premium, if any, or interest, ) if it and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interestthe interest of the Holders. The Holders Notwithstanding clause (c) of the definition of “Event of Default” in the Indenture or any other provision of the Indenture, except as provided in the final sentence of this paragraph, the sole remedy for any failure to comply by the Company with Section 5.4 of the Indenture shall be the payment of liquidated damages as described in the following sentence, such failure to comply shall not constitute an Event of Default, and holders of the Notes shall not have any right under the Indenture or the Notes to accelerate the maturity of the Notes as a majority result of any such failure to comply. If a failure to comply by the Company with Section 5.4 of the Indenture continues for 60 days after the Company receives notice of such failure to comply in aggregate accordance with clause (c) of the definition of “Event of Default” in the Indenture (such notice, the “Reports Default Notice”), and is continuing on the 60th day following the Company’s receipt of the Reports Default Notice, the Company will pay liquidated damages to all holders of Notes at a rate per annum equal to 0.25% of the principal amount of the Notes from the 60th day following the Company’s receipt of the Reports Default Notice to but not including the earlier of (x) the 121st day following the Company’s receipt of the Reports Default Notice and (y) the date on which the failure to comply by the Company with Section 5.4 of the Indenture shall have been cured or waived. On the earlier of the date specified in the immediately preceding clauses (x) and (y), such liquidated damages will cease to accrue. If the failure to comply by the Company with Section 5.4 of the Indenture shall not have been cured or waived on or before the 121st day following the Company’s receipt of the Reports Default Notice, then outstanding the failure to comply by notice the Company with Section 5.4 of the Indenture shall on such 121st day constitute an Event of Default. A failure to comply with Section 5.4 of the Indenture automatically shall cease to be continuing and shall be deemed cured at such time as the Company furnishes to the Trustee may the applicable information or report (it being understood that the availability of such information or report on behalf of the Holders of all of Commission’s XXXXX service (or any successor thereto) shall be deemed to satisfy the Notes waive any existing Default Company’s obligation to furnish such information or Event of Default and its consequences under the Indenture except, a continuing Default or Event of Default in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver report to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultTrustee).

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) 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 outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default or Event of Default Holders, rescind an acceleration and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the interest on or the principal of Notes (including in connection with an offer to purchase any Note held by a non-consenting HolderNotes). The Issuer is Issuers are required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer is required within five Business Days after Issuers are 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. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may may, subject to certain conditions and limitations set forth in the Indenture, declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency described in the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable immediately without further action or notice. If any Designated Senior Debt is outstanding, the Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of the Indenture. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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 by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing or past Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on on, any of the Notes (other than nonpayment of principal or the principal interest that has become due solely because of any Note acceleration) held by a non-consenting Holder. The Issuer Company and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Company proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer, the principal ofSTBV, and accrued but unpaid interestany Subsidiary of STBV that is a Significant Subsidiary or any group of Subsidiaries of STBV that, if anytaken together, onwould constitute a Significant Subsidiary of STBV, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes or a covenant or provision of the principal Indenture which cannot be modified or amended without the consent of any the Holder of each outstanding Note held by a non-consenting Holderaffected. The Issuer STBV is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer STBV is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such DefaultDefault or Event of Default and the remedial action STBV proposes to take in connection therewith.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer, any Subsidiary of the principal ofIssuer that is a Significant Subsidiary or any group of Subsidiaries of the Issuer that, and accrued but unpaid interesttaken together, if any, onwould constitute a Significant Subsidiary of the Issuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes or a covenant or provision of the principal Indenture which cannot be modified or amended without the consent of any the Holder of each outstanding Note held by a non-consenting Holderaffected. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such DefaultDefault or Event of Default and the remedial action the Issuer proposes to take in connection therewith.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Company, any Restricted Subsidiary of the principal ofCompany that is a Significant Subsidiary or any group of Restricted Subsidiaries of the Company that, and accrued but unpaid interesttaken together, if any, onwould constitute a Significant Subsidiary, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or premium or Additional Interest, if any, on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting nonconsenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five thirty (30) Business Days after becoming aware of any Default, unless such Default has been cured, waived or is no longer continuing within such 30-day period, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency) reorganization specified in the Indenture with respect to the Company or any 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 outstanding Notes may declare the all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued interest on all the then total outstanding Notes to be due and payable immediately. Notwithstanding , by a notice in writing to the foregoingCompany (and to the Trustee if given by the Holders) and upon any such declaration, in the case of an Event of Default arising from certain events of bankruptcy or insolvencysuch principal, the principal of, and accrued but unpaid interestpremium, if any, on, all the then outstanding Notes and interest shall become due and payable immediately. 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 of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default or Event of Default under the Supplemental Indenture or any other provision of the Indenture with respect to the Notes and its consequences under the Indenture except a Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without further action the consent of the Holder of each Note affected by such modification or noticeamendment. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the IndentureIndenture with respect to the Notes, and and, so long as any Notes are outstanding, the Issuer Company is required within five Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least twenty-five percent (25% %) in principal amount of the then outstanding Notes generally may by written notice to the Issuer and the Trustee declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable, whereupon the Notes shall become due and payable immediatelyat the time provided in Section 6.02 of the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency as set forth in the Indenture, with respect to the principal of, and accrued but unpaid interest, if any, onIssuer or any Significant Subsidiary, all the then outstanding Notes shall will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, including an accelerated payment or the failure to make a payment on the Change of Control Payment Date or the Net Proceeds Payment Date pursuant to a Net Proceeds Offer, or a Default in complying with the provisions of Article Five of the Indenture) if it determines in good faith that withholding notice is in their interest. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, or the Trustee annually a statement regarding compliance with premium, if any, on, the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating include: (a) default for 30 days in the payment when due of interest on the Securities; (b) default in payment when due of principal of or premium, if any, on the Securities; (c) failure by the Company to the Notes are defined in comply with Section 6.01 5.01 of the Indenture; (d) failure by the Company for 60 days to comply with certain other agreements in this Indenture or the Securities; (e) certain events of bankruptcy or insolvency with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; and (f) except as permitted by the Indenture, any applicable Security 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 Security Guarantee. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes Securities may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes Securities to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency involving the principal of, and accrued but unpaid interest, if any, onCompany, all the then outstanding Notes shall Securities will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes this Indenture or the Guarantees Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securities notice of any continuing Default or Event of Default, 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 Securities then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes Securities waive any existing Default or Event of Default and its consequences under the this Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holderof, the Securities. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the this Indenture, and the Issuer Company is required within five Business Days after 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 relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes Notes, the Guarantees or the Guarantees Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (Default, other than an Event of Default arising from certain relating to bankruptcy, insolvency, reorganization or similar events of bankruptcy or insolvency) the Company, with respect to the Notes occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount Principal Amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, Principal Amount of all the then total outstanding Notes and interest accrued thereon to be due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain relating to bankruptcy, insolvency, reorganization or similar events of bankruptcy or insolvencythe Company shall occur, the principal of, Principal Amount of the Notes and interest accrued but unpaid interest, if any, on, all the then outstanding Notes shall thereon will become immediately due and payable without further any declaration or other action on the part of the Trustee or noticeany Holder. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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 Indenture permits, subject to certain limitations therein provided, Holders of not less than a majority in aggregate Principal Amount of the then Outstanding Securities of any Series to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series. The Holders of a majority in aggregate principal amount Principal Amount of the Notes then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture exceptIndenture, except a continuing Default or Event of Default in the payment of the principal of or interest on the Notes or in respect of a covenant or provision of the principal Indenture which cannot be amended or modified without the consent of any Note held by a non-consenting Holder. The Issuer is required to deliver to all Holders of the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If Except as otherwise provided in the Indenture, if any Event of Default occurs and is continuing (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing), the Trustee or the Holders of at least 2530% in principal amount of the then total outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The Except in the case of a Default relating to the payment of principal, premium, if any, or interest, the Trustee may withhold from Holders of the Notes notice of any continuing Default or Event if and so long as a Responsible Officer of Default, except a Default or Event of Default relating to the payment of principal or interest, if it Trustee in good faith determines that withholding notice is in their interestthe interests of the Holders of the Notes. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by 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 exceptIndenture, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within five ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) 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, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default with respect to the 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 but and unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitationslimitations set forth in the Indenture, 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 writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding by notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default or Event of Default Holders, rescind an acceleration and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the interest on or the principal of Notes (including in connection with an offer to purchase any Note held by a non-consenting HolderNotes). The Issuer Company is required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of a Default arising from certain events of bankruptcy or insolvencyinsolvency as set forth in the Indenture, with respect to the principal of, and accrued but unpaid interest, if any, onIssuer or the Co-Issuer, all the then outstanding Notes shall will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 including an accelerated payment or the failure to make a payment on the Change of Control Payment Date, the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or the Excess Cash Flow Payment Date pursuant to an Excess Cash Flow Offer or a Default in complying with the provisions of Article Five of the Indenture) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, or the Trustee annually a statement regarding compliance with premium on, the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if any,) if it determines in good faith that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or premium, if any, on, or the principal of, the Notes or a Default or Event of any Note held by Default in respect of a non-consenting Holderprovision in the Indenture that cannot be amended without the consent of each Holder affected. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events Under the Indenture, an Event of Default relating to includes: (i) default for 30 days in payment of any interest on any Notes; (ii) default in payment of any principal (including, without limitation, any premium, if any) on the Notes are defined when due; (iii) failure by the Company for 60 days after notice to it to comply with any of its other agreements contained in Section 6.01 the Indenture or the Notes; and (iv) certain events of bankruptcy, insolvency or reorganization of the IndentureCompany. If any an Event of Default (other than an Event as a result of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes then outstanding Notes may declare all unpaid principal to the principal of, and accrued but unpaid interest, if any, on, all date of acceleration on the Notes then total outstanding Notes to be due and payable immediately. Notwithstanding , all as and to the foregoing, extent provided in the case of Indenture. If an Event of Default arising from occurs as a result of certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company, unpaid principal of the principal of, and accrued but unpaid interest, if any, on, all the Notes then outstanding Notes shall become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder, all as and to the extent provided in the Indenture. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in writing 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, 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 interestinterests. 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer Company is required to deliver file periodic reports with the Trustee as to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware absence of any Default, to deliver to the Trustee a statement specifying such Defaultdefault.

Defaults and Remedies. The Events Each of the following is an Event of Default relating in respect of the Notes: (i) the Company defaults in the payment of the principal of the Notes when the same becomes due and payable at maturity, upon acceleration, redemption or mandatory repurchase, or otherwise; (ii) the Company defaults in the payment of interest on the Notes when the same becomes due and payable, and such default continues for a period of 30 days; (iii) the Company defaults in the performance of or breaches any other covenant or agreement of the Company in the Indenture with respect to the Notes are defined and such default or breach continues for a period of 90 consecutive days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of 25% or more in Section 6.01 aggregate principal amount of the Notes specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” under the Indenture; or (iv) certain events of bankruptcy or insolvency with respect to the Company. If any Event In the case of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) insolvency with respect to the Company, the principal amount of all outstanding Notes and any interest accrued thereon will become due and payable without further action or notice. If any other Event of Default occurs and is continuing, the Trustee by notice to the Company or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare the principal ofamount of all outstanding Notes, and any interest accrued but unpaid interestthereon, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or noticepayable. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower with respect to matters relating to the Notes. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Additional Interest, if any, or interest, ) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by 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 exceptIndenture, except a continuing Default or Event of Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting HolderHolder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuer Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of, the Notes (other than nonpayment of any Note held by a non-consenting Holderprincipal or interest that has become due solely because of acceleration). The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events If an Event of Default relating with respect to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing (other than an Event of Default arising from relating to certain events of bankruptcy and similar matters with respect to the Issuer, any Significant Subsidiary or insolvency) occurs and is continuingany group of the Issuer’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), the Trustee or the Holders of at least 25% in principal amount of Notes then outstanding, by written notice to the then outstanding Notes Issuer (and to the Trustee, if such notice is given by the Holders), may declare the principal amount of, and accrued but and unpaid interest, if any, interest on, all the then total outstanding Notes to be due and payable. Upon such a declaration, such amounts shall be due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from relating to certain events of bankruptcy and similar matters with respect to the Issuer, any Significant Subsidiary or insolvencyany group of the Issuer’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary occurs, the principal amount of, and accrued but and unpaid interest, if any, interest on, all the then outstanding Notes 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 Holder. Holders of Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to the terms of the Indenture, the Trustee is not obligated to exercise any of its rights or powers under the Indenture unless the Holders have offered security or indemnity satisfactory to the Trustee. The Indenture permits, subject to certain limitationslimitations therein provided, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in writing in its exercise or of exercising any trust or powerpower conferred on the Trustee with respect to the Notes. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, with respect to the Notes (except a Default in payment of principal, or Event of Default relating premium if any, or accrued and unpaid interest with respect to the payment Notes) in accordance with the provisions of principal or interest, the Indenture if it a committee of the Trustee’s 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultHolders.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding sentence, in the case of an Event of Default arising from certain events clause (8) or (9) of bankruptcy or insolvency, Section 6.01 of the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable without further action or notice. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all of the Holders of the Notes rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except with respect to nonpayment of principal, interest, premium or Additional Amounts that have become due solely because of the acceleration) have been cured or waived. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, interest, premium or Additional Amounts) if it determines that withholding notice is in their interest. The Except as provided in the Indenture, the Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest principal of, or interest, premium or Additional Amounts, if any, on or the principal of any Note held by a non-consenting HolderNotes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after Company will be required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency of the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes Notes, the Holdings Guarantee, the Intermediate Holdings Guarantee or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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 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, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting HolderHolder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee Trustee, within thirty (30) days after the occurrence of a statement specifying such Default, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Additional Interest, if any, or interest, ) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of If a Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in of the aggregate principal amount of the Notes then outstanding Notes generally may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of a Default arising from certain events of bankruptcy or insolvencyinsolvency as set forth in the Indenture, with respect to the principal of, and accrued but unpaid interest, if any, onIssuer or any Significant Subsidiary, all the then outstanding Notes shall will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture, the Notes Security Documents, Intercreditor Agreement or the Guarantees Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee in writing 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 or interestinterest including an accelerated payment or the failure to make a payment on the Change of Control Purchase Date, on the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default in complying with the provisions of Article Seven of the Indenture) if it and so long as the Board of Directors, the executive committee, or a trust committee of directors and/or Responsible Officers, of the Trustee in good faith determines that withholding the notice is in their interestthe interest of the Holders. The Holders of a majority in aggregate principal amount of the outstanding Notes then outstanding (which may include consents obtained in connection with a tender offer or exchange offer of Notes) by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, or the Trustee annually a statement regarding compliance with premium on, the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) 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 outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default or Event of Default Holders, rescind an acceleration and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the interest on or the principal of Notes (including in connection with an offer to purchase any Note held by a non-consenting HolderNotes). The Issuer Company is required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any an Event of Default (other than an Event of Default arising from relating to certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization of the Company) occurs and is continuing, the Trustee trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Company may declare the principal of, of and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes to be due and payable. Upon such a declaration, such principal and interest will be due and payable immediately. Notwithstanding However, if any Designated Senior Indebtedness of the foregoingCompany is outstanding, the Company may not pay the Notes until five Business Days after such holders or the Representative of such Designated Senior Indebtedness receives notice of such acceleration and, thereafter, may pay the Notes only if the subordination provisions of the Indenture otherwise permit payment at that time. If an Event of Default relating to specified events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the trustee or any Holders. Under certain circumstances, the Holders of a majority in principal amount of the case outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences. No Holder of any Note shall have any right, by virtue or by availing of any provision of the Indenture, to institute any action or proceeding at law or in equity or in bankruptcy or otherwise with respect to the Indenture, or for the appointment of a trustee, receiver, liquidator, custodian or other similar official or for any other remedy under the Indenture, unless such Holder previously shall have given to the Trustee written notice of an Event of Default arising from certain events and of bankruptcy or insolvency, the principal of, continuance thereof and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 not less than 25% in aggregate principal amount of the Notes then outstanding by notice Outstanding shall have made written request upon the Trustee to institute such action or proceedings in its own name as trustee under the Indenture and shall have offered to the Trustee security or indemnity reasonably satisfactory to it as it may on behalf require, against the costs, expenses and liabilities to be incurred therein or thereby and the Trustee for 60 days after its receipt of such notice, request and offer of security or indemnity shall have failed to institute any such action or proceeding and no direction inconsistent with such written request shall have been given to the Trustee during such 60-day period by Holders of all a majority in principal amount of the Notes waive then Outstanding. No one or more Holders of Notes shall have any existing Default right in any manner whatever, by virtue or Event of Default and its consequences under the Indenture except, a continuing Default or Event of Default in payment of the interest on or the principal by availing of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with provision of the Indenture, and to affect, disturb or prejudice the Issuer is required within five Business Days after becoming aware rights of any Defaultother such Holder of Notes, or to deliver obtain or seek to obtain priority over or preference to any other such Holder or to enforce any right under the Trustee a statement specifying such DefaultIndenture, except in the manner provided in the Indenture and for the equal, ratable and common benefit of all Holders of the Notes.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default specified in the Indenture arising from certain events of bankruptcy or insolvency) insolvency with respect to the Parent, 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 specified in the Indenture occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in writing 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, 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 Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes Holders, rescind an acceleration or waive any an existing Default or Event of Default and its consequences under the Indenture except, a continuing Default or Event of Default except as provided in payment of the interest on or the principal of any Note held by a non-consenting HolderIndenture. The Issuer is Issuers are required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer is required within five Business Days after Issuers are 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. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event occurs with respect to a series of Default arising from certain events of bankruptcy or insolvency) occurs Notes and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of such series may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes of such series to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall of such series will become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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 Notes of a series by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after 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 In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) 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, the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 2530% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but and unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default or Event of Default Holders, rescind an acceleration and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the interest on or Notes (including in connection with an offer to purchase any Notes); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any Note held by a non-consenting Holderrelated payment default that resulted from such acceleration. The Issuer Company is required to deliver to the Trustee annually a statement an Officers’ Certificate regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to include: default in payment of principal of or premium on the Notes are defined at maturity, or upon acceleration, redemption or otherwise; default in Section 6.01 payment of interest on any Note for 30 days; certain defaults under other Indebtedness; failure by the Indenture. If any Event of Default (other than an Event of Default arising Company or its Subsidiaries for 30 days after written notice to it from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes, to comply with any of the other agreements or covenants in or provisions of the Indenture or the Notes; certain events of bankruptcy or insolvency with respect to the Company and its Significant Subsidiaries; certain final judgments that remain undischarged for 60 days after being entered; any Guarantee of a Significant Subsidiary ceases to be in full force and effect; and any Guarantor that is a Significant Subsidiary shall deny its obligations under its Guarantee. If an Event of Default occurs and is continuing (and has not been waived in accordance with the provisions of the Indenture), the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be immediately due and payable immediately. Notwithstanding for an amount equal to 100% of the foregoingprincipal amount of the Notes plus accrued interest to the date of payment, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Notes. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or an Event of Default relating to the in payment of principal principal, premium, if any, or interest, ) if it and so long as a committee of its Responsible Officers determines in good faith 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 an annual compliance certificate 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultTrustee.

Defaults and Remedies. The Notes have the Events of Default relating to the Notes are defined as set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediatelyimmediately by notice in writing to Xxxxxxx and the Issuer specifying the Event of Default. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer, the principal ofXxxxxxx or any of Xxxxxxx’x Significant Subsidiaries or any group of Subsidiaries that, and accrued but unpaid interesttaken as a whole, if any, onwould constitute a Significant Subsidiary of Xxxxxxx, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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, except a continuing Default or Event of Default in the payment of the interest on principal of, or premium or interest, if any, on, the principal of any Note held by a non-consenting HolderNotes. The Issuer and each Guarantor is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after 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 Convertible Notes shall have the Events of Default relating to the Notes are defined as set forth in Section 6.01 8.1 of the Indenture. If any Event of Default (other than Subject to certain limitations in the Indenture, if an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee by notice to the Company or the Holders holders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes by notice to the Company and the Trustee may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Convertible Notes to be due and payable immediately. Notwithstanding the foregoing, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal and interest accrued on the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Convertible Notes shall become due and payable immediately without further action or notice. Upon acceleration as described in either of the preceding sentences, the subordination provisions of the Indenture preclude any payment being made to holders for at least 5 days except as otherwise provided in the Indenture and may preclude payment entirely. The holders of a majority in principal amount of the Convertible Notes then outstanding by written notice to the Trustee may rescind an acceleration 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 principal or interest that has become due solely because of the acceleration. Holders may not enforce the Indenture, the Notes Indenture or the Guarantees Convertible Notes except as provided in the Indenture. Subject to certain limitations, Holders holders of a majority in aggregate principal amount of the then outstanding Convertible Notes issued under the Indenture may direct the Trustee in writing 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 by notice Company must furnish compliance certificates to the Trustee may on behalf annually. The above description of the Holders of all of the Notes waive any existing Default or Event Events of Default and remedies is qualified by reference to, and subject in its consequences under entirety by, the Indenture except, a continuing Default or Event of Default more complete description thereof contained in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Additional Interest, if any, or interest, ) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting HolderHolder and rescind any acceleration with respect to the Notes and its consequences (provided such rescission would not conflict with any judgment of a court of competent jurisdiction). The Issuer Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency relating to the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five ten Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of If a Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes generally may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of a Default arising from certain events of bankruptcy or insolvencyinsolvency as set forth in the Indenture, with respect to the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture, the Notes Security Documents, Intercreditor Agreement or the Guarantees Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing or Noteholder Collateral Agent in its exercise of any trust or power. The Trustee and Noteholder Collateral Agent may withhold from Holders of the Notes notice of any continuing Default or Event of Default, (except a Default or Event of Default relating to the payment of principal or interestinterest including an accelerated payment or the failure to make a payment on the Fundamental Change of Control Purchase Date, or payment in connection with a Conversion Event, on the Net Proceeds Payment Date pursuant to a Net Proceeds Offer or a Default in complying with the provisions of Article Seven of the Indenture) if it determines they determine that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, or the Trustee annually a statement regarding compliance with premium on, the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but and unpaid interest, if any, on, on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to Finance Corp., Antero Midstream Partners or any Restricted Subsidiary of Antero Midstream Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Antero Midstream Partners that, taken together, would constitute a Significant Subsidiary, the principal of, and accrued but and unpaid interest, if any, on, on all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 DefaultDefault if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or principal, interest, or premium, if it determines that withholding notice is in their interestany, on any Note. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or premium, if any, on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events covered by Section 6.01(9) of bankruptcy the Indenture with respect to the Company or insolvencyany of its Significant Subsidiaries or any group of Subsidiaries that, the principal oftaken as a whole, and accrued but unpaid interest, if any, onwould constitute a Significant Subsidiary, all the then outstanding Notes shall will become due and payable without further action or noticeimmediately. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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 Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture exceptIndenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, and interest on the Notes (including in connection with an Asset Sale Offer or the principal Change of any Note held by a non-consenting HolderControl Offer). The Issuer Company and each Subsidiary Guarantor (to the extent that such Subsidiary Guarantor is so required under the TIA) is required to deliver to the Trustee annually Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that a statement regarding compliance review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under the Indenture, and further stating, as to each such Officer signing such certificate, that to the Issuer best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in the Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of the Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto, and so long as any of the Notes are outstanding, the Company is required within five Business Days after upon any Officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement an Officers' Certificate specifying such DefaultDefault or Event of Default and what action the Company is taking or proposes to take with respect thereto.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency) reorganization specified in the Indenture with respect to the Parent Guarantor, the Company or any 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 * Not to be included for Exchange Notes. aggregate principal amount of the then outstanding Notes may declare the all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued interest on all the then total outstanding Notes to be due and payable immediately. Notwithstanding , by a notice in writing to the foregoingCompany (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, in the case of an Event of Default arising from certain events of bankruptcy or insolvencysuch principal, the principal of, and accrued but unpaid interestpremium, if any, on, all the then outstanding Notes and interest shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerimmediately. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, Default (except a Default or Event of Default relating to the payment of principal or interest, ) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the outstanding Notes waive any existing Default or Event of past Default and its consequences under the Indenture except, except a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any Note held by a non-consenting Holdertrust or power conferred on it. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer Company is required within five Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Notes are subject to certain Events of Default relating to the Notes are defined as provided in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 2530% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency, reorganization described in Section 6.01(i) or 6.01(j) of the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, 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 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, except a continuing Default or Event of Default in the payment of the principal of or premium, if any, or interest on or the principal of any Note held by a non-consenting HolderNotes. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within five Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default, its status and the action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating include: default for 30 days in payment of interest on the Senior Notes; default in payment of principal of, or premium, if any, on the Senior Notes; subject to certain exceptions, failure by the Notes are defined in Section 6.01 Company for 30 days after notice to it to comply with any of its other agreements or covenants in, or provisions of, the Indenture. If any Event of Default (Indenture or the Senior Notes; certain defaults under and acceleration prior to maturity of, or failure to pay at maturity, certain other than an Event of Default arising from Indebtedness; certain final judgments that remain undischarged; and certain events of bankruptcy or insolvency) insolvency involving the Company or any Restricted Subsidiary that is a Significant Subsidiary. If an Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Senior Notes may declare all the Senior Notes to be immediately due and payable in an amount equal to the principal of, and accrued but unpaid interestpremium, if any, and any accrued and unpaid interest on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingsuch Senior Notes; provided, however, that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interestpremium, if any, and any accrued and unpaid interest on, all the then outstanding Senior Notes shall become becomes due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitationsexceptions, Holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the Trustee in writing in its exercise of any trust or power, provided that the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of Holders unless such Holders have offered to the Trustee security and indemnity satisfactory to it. Holders may not enforce the Indenture or the Senior Notes except as provided in the Indenture. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, default (except a Default or Event of Default relating to the payment of principal or interest, Default) 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 an annual compliance certificate 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultTrustee.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes and any remaining Escrowed Interest to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall plus any remaining LC Amount will become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after 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 In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default Default, as defined in the Indenture, arising from certain events of bankruptcy or insolvency) insolvency with respect to the Company, any of its Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes shall 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 principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding Holders of the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or interest, interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may 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, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the interest on or premium that the principal of any Note held by a non-consenting Holder. The Issuer is required Company would have had to deliver pay if it then had elected to redeem the Notes pursuant to the Trustee annually a statement regarding compliance with optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the Issuer is required within five Business Days after becoming aware extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any Defaultwillful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, to deliver then the premium specified in the Indenture shall also become immediately due and payable to the Trustee a statement specifying such Defaultextent permitted by law upon the acceleration of the Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may may, subject to certain conditions and limitations set forth in the Indenture, declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency described in the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable immediately without further action or notice. If any Designated Senior Debt is outstanding, the Company may only pay amounts due on the Notes if otherwise permitted under Article 13 of the Indenture. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the IndentureIndenture or the Trust Indenture Act. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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 by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing or past Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on on, any of the Notes (other than nonpayment of principal or the principal interest that has become due solely because of any Note acceleration) held by a non-consenting Holder. The Issuer Company and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Company proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately, subject to each limitation set forth in the Indenture. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within five ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuers propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency of the Issuer, the principal of, and accrued but unpaid interestpremium, if any, on, and interest on all the then outstanding Notes 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 Holders. Holders may not enforce the Indenture, the Notes Notes, the Holdings Guarantee or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by 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 exceptIndenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on or the principal of on, any Note held by a non-consenting HolderHolder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided that subject to Section 6.02 of the Indenture, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee Trustee, within 30 days after the occurrence of a statement specifying such Default, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Notes have the Events of Default relating to the Notes are defined as set forth in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to OPTI, the principal ofOPTI or any of OPTI’s Significant Subsidiaries or any group of Subsidiaries that, and accrued but unpaid interesttaken as a whole, if any, onwould constitute a Significant Subsidiary of OPTI, all the then outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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, except a continuing Default or Event of Default in the payment of the principal of, or premium, interest on or Additional Interest, if any, on, the principal of any Note held by a non-consenting HolderNotes. The Issuer OPTI is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer OPTI is required within five Business Days after 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 relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal of, premium, if any, and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency of the Issuer, the principal of, and accrued but unpaid interestpremium, if any, on, and interest on all the then outstanding Notes 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 Holders. Holders may not enforce the Indenture, the Notes Notes, the Holdings Guarantee or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower pursuant to the Indenture or the Notes. 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 and so long as a committee of its Trust Officers in good faith determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding Notes by 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 exceptIndenture, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on or the principal of on, any Note held by a non-consenting HolderHolder (including in connection with an Asset Sale Offer or a Change of Control Offer); provided that subject to Section 6.02 of the Indenture, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee Trustee, within 30 days after the occurrence of a statement specifying such Default, written notice in the form of an Officer’s Certificate of any event which is, or with the giving of notice or the lapse of time or both would become, an Event of Default, its status and what action the Issuers are taking or propose to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes Notes, by notice to the Company and the Trustee, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain such events of bankruptcy bankruptcy, insolvency or insolvency, reorganization described in Section 6.01(j) or (k) of the principal of, and accrued but unpaid interest, if any, onIndenture with respect to the Company or a Subsidiary Guarantor, all the then outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees Collateral Agreements except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower conferred on it with respect to the Notes. The Trustee may withhold from Holders of the Notes Holder notice of any continuing Default or Event of DefaultDefault if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal of, or interestinterest or premium, if it determines that withholding notice is in their interestany, on, the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture exceptIndenture, a continuing Default or Event of Default except as provided in payment of the interest on or the principal of any Note held by a non-consenting HolderIndenture. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and within 10 Days of any of its Officers or any of the Issuer is required within five Business Days after Company’s Officers becoming aware of any Default or Event of Default, the Company is required to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency specified in clause (9) or (10) of Section 601 of the Supplemental Indenture, all Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal principal, premium or interest, ) if it and so long as the Trustee in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default past default and its consequences under the Indenture exceptIndenture, except a continuing Default or Event of Default default in the payment of the interest on or any premium on, or the principal of, the Notes and except as provided in Section 613(2) of any Note held by a non-consenting Holderthe Supplemental Indenture. The Issuer is required Holders of a majority in aggregate principal amount of the then Outstanding Notes will have the right to deliver direct the time, method and place of conducting any proceeding for any remedy available to the Trustee annually a statement regarding compliance with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to or that may involve the Trustee a statement specifying in personal liability, and may take any other action it deems proper that is not inconsistent with any such Defaultdirection received from Holders of Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency 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, the principal of, and accrued but and unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 35% in aggregate principal amount of the then outstanding Notes (with a copy to the Trustee) may declare the principal of, and accrued and unpaid interest, if any, on, all outstanding Notes to be due and payable immediately. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, premium, if any, on, and interest, if any, on the Notes) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of all the Holders of all of the Notes waive any existing Default or Event of Default Holders, rescind an acceleration and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of principal of, premium, if any, on, or interest, if any, on, the interest on or Notes (including in connection with an offer to purchase any Notes); provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes may rescind an acceleration and its consequences, including any Note held by a non-consenting Holderrelated payment default that resulted from such acceleration. The Issuer Company is required to deliver to the Trustee annually a statement an Officer’s Certificate regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a written statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer) occurs under the Indenture and is continuing, the Trustee (acting at the direction of the Holders of at least 25% in principal amount of the then total outstanding Notes) or the Holders of at least 25% in principal amount of the then total outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days 30 days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Convertible Notes shall have the Events of Default relating to the Notes are defined as set forth in Section 6.01 8.1 of the Indenture. If any Event of Default (other than Subject to certain limitations in the Indenture, if an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee by notice to the Company or the Holders Noteholders of at least 25% in aggregate principal amount of the then outstanding Convertible Notes by notice to the Company and the Trustee may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Convertible Notes to be due and payable immediately. Notwithstanding the foregoing, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal, interest accrued on the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Convertible Notes shall become due and payable immediately without further action or notice. Holders Upon acceleration as described in either of the preceding sentences, the subordination provisions of the Indenture preclude any payment being made to Noteholders for at least 5 days except as otherwise provided in the Indenture and may preclude payment entirely. The Noteholders of a majority in principal amount of the Convertible Notes then outstanding by written notice to the Trustee may rescind an acceleration 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 principal or interest that has become due solely because of the acceleration. Noteholders may not enforce the Indenture, the Notes Indenture or the Guarantees Convertible Notes except as provided in the Indenture. Subject to certain limitations, Holders Noteholders of a majority in aggregate principal amount of the then outstanding Convertible Notes issued under the Indenture may direct the Trustee in writing 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 by notice Company must furnish compliance certificates to the Trustee may on behalf annually. The above description of the Holders of all of the Notes waive any existing Default or Event Events of Default and remedies is qualified by reference to, and subject in its consequences under entirety by, the Indenture except, a continuing Default or Event of Default more complete description thereof contained in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) set forth in the Indenture occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency, reorganization described in the principal of, and accrued but unpaid interest, if any, onIndenture with respect to the Company or the Operating Company, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, Default (except a Default or Event of Default relating to the payment of principal or principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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, except a continuing Default or Event of Default in the payment of the interest on or the principal of any Note held by a non-consenting Holderor premium, interest or Additional Interest, if any, on the Notes and except for provisions requiring the consent of each affected Holder under Section 9.02 of the Indenture. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within five Business Days after 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 In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency specified in Section 6.01(f) or Section 6.01(g) of the Indenture with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then then-outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoingIssuer specifying the Event of Default; provided, in however, that a Default under Section 6.01(d) of the case of Indenture shall not constitute an Event of Default arising from certain events until the Trustee notifies the Company or the Holders of bankruptcy or insolvency, at least 25% in principal amount of the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due notify the Company and payable without further action or the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) after receipt of such notice. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or interestinterest or premium, if it any, or Special Interest, if any) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 exceptIndenture, except a continuing Default or Event of Default in the payment of interest or Special Interest, if any, on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default or Event of Default in the payment of the principal of, or premium (if any), interest on or the principal of any Note held by Special Interest (if any) on, a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNote.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) , with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes 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 principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or interest, interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or Liquidated Damages on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2530.00% in principal amount of the then outstanding Notes by written notice to the Issuers may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the principal of, and accrued but unpaid interest, if any, onIssuers, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in of the aggregate principal amount of the Notes then outstanding Notes, by written notice to the Trustee Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, (except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting nonconsenting Holder). The Issuer is required to to, on an annual basis, deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days thirty (30) days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default, its status and what actions the Issuers are taking or proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the principal of, and accrued but unpaid interest, if any, onIssuer, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five ten (10) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency) reorganization specified in the Indenture with respect to the Company or any Significant Subsidiary, the principal of, and accrued interest, if any, on all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the all unpaid principal of, and accrued but unpaid interest, if any, on, on all the then total outstanding Notes to be due and payable immediately. Notwithstanding , by a notice in writing to the foregoingCompany (and to the Trustee if given by the Holders) and upon any such declaration, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the such principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable immediately; provided that a notice of Default may not be given with respect to any action taken, and reported publicly or to the Holders, more than two years prior to such notice of Default. 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 of the Notes outstanding by notice to the Trustee may on behalf of the Holders of all outstanding Notes waive any past Default or Event of Default under the Indenture and its consequences under the Indenture except a Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without further action the consent of the Holder of each Note affected by such modification or noticeamendment. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal 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 payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer Company is required within five Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, of and accrued but and unpaid interest, if any, on, on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to Finance Corp., Xxxxx Energy Partners or any Restricted Subsidiary of Xxxxx Energy Partners that is a Significant Subsidiary or any group of Restricted Subsidiaries of Xxxxx Energy Partners that, taken together, would constitute a Significant Subsidiary, the principal of, of and accrued but and unpaid interest, if any, on, on all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 DefaultDefault if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal or principal, interest, or premium, if it determines that withholding notice is in their interestany. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or premium, if any, on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer is Issuers and the Guarantors are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after 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. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Required Holders of at least 2530% in aggregate principal amount of the then outstanding Notes Required Debt may declare the principal of, of and accrued but unpaid interestpremium, if any, oninterest (including Additional Interest, if any) and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the all principal of, and accrued but unpaid interestpremium, if any, interest (including Additional Interest, if any) and any other monetary obligations on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in writing 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 interestinterest (including Additional Interest, if any)) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding Required Debt by notice to the Trustee may on behalf of the Required Holders of all of the Notes Required Debt waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, or premium, if any, or interest on or (including Additional Interest, if any) on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer EFIH is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer EFIH is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action EFIH proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Required Holders of at least 2530% in aggregate principal amount of the then outstanding Notes Required Debt may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes of the affected series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in writing 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, Additional Interest, if any, or interest, ) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding Required Debt by notice to the Trustee may on behalf of the Holders of all of the Notes Required Debt waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on on, premium, if any, or the principal of any Note held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The This Note has the Events of Default relating to the Notes are defined as set forth in Section 6.01 4.1 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders holders of at least 25% in principal amount of the then outstanding Notes Senior Notes, subject to certain limitations, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Senior Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency are Events of Default and shall result in the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Senior Notes shall become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders of Senior Notes may not enforce the Indenture, the Notes Indenture or the Guarantees Senior Notes except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Senior Notes unless it receives reasonable indemnity or security. Subject to certain limitations, Holders holders of a majority in aggregate principal amount of the then outstanding Senior Notes may direct the Trustee in writing in its exercise of any trust or power. The holders of a majority in principal amount of the Senior Notes then outstanding by written notice to the Trustee may rescind a declaration of acceleration if the rescission is prior to a judgment or decree for payment and if all Events of Default have been cured or waived except nonpayment of principal and interest that has been due solely because of the acceleration. The Trustee may withhold from Holders holders of the Senior Notes 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 interestthe interest of the holders. The Holders above description 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 Events of Default and remedies is qualified by reference, and subject in its consequences under the Indenture exceptentirety, a continuing Default or Event of Default in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with more complete description thereof contained in the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of, of and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes of such series to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency occurs and is continuing, the then all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued and unpaid interest on all the then outstanding Notes 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 Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes of the affected series (voting as a single class) by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the Indenture except, with respect to such series of Notes except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal Notes of any Note such series held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five 30 Business Days after becoming aware of any DefaultDefault with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default.Default and what action the Company proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Company at the following address: Delphi Automotive PLC 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below:

Defaults and Remedies. The Events of Default relating include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of the Notes when the same becomes due and payable at maturity, upon prepayment or otherwise; and (iii) failure by the Company for 60 days after notice to the Notes are defined Company by the Trustee or the Holders of at least 50% in Section 6.01 principal amount of the IndentureNotes then outstanding voting as a single class to comply with certain other agreements in the Indenture and the Notes; or (iv) the events of bankruptcy or insolvency specified in the Indenture with respect to the Company or any of its Significant Subsidiaries. If any Event of Default specified in clause (other than an Event of Default arising from certain events of bankruptcy i) or insolvency(ii) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediatelypayable. If any Event of Default specified in clause (iii) occurs and is continuing, the Trustee or the Holders of at least 50% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain the events of bankruptcy or insolvency, insolvency specified in the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, 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, except a continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer Trustee (in the event Holders of a majority in aggregate principal amount of the Notes then outstanding have not declared the Notes to be due and payable immediately) or Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after 10 days of an officer becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events of Default with respect to the Notes include: (i) default for 30 days in the payment when due of interest on the Notes: (ii) default in payment when due of principal of or premium, if any, on the Notes when due at Stated Maturity, upon redemption, by declaration or otherwise; (iii) failure by the Company or any Guarantor to comply with any of its other covenants or agreements in the Indenture relating to the Notes are defined for 90 days after notice to the Company by the Trustee or by Holders of 25% in Section 6.01 principal amount of the Outstanding Notes; (iv) except as permitted by the Indenture, the Guarantee of Xxxxxx Parent ceasing to be in full force and effect or Xxxxxx Parent denies or disaffirms its obligations under the Indenture or its Guarantee; and (v) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or Xxxxxx Parent. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The If and so long as the Trustee in good faith so determines that withholding notice is in the interests of the Holders, the Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, 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 not less than a majority in aggregate principal amount of the Notes then outstanding Outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or on, the principal of any Note held by a non-consenting Holderof, or premium, if any, on, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interestpremium, if any, on, and interest on all of the then total outstanding Notes to be due and payable immediatelyby notice in writing to the Company and the Trustee specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or the principal of on, any Note held by a non-consenting HolderHolder (including in connection with an Asset Sale Offer or a Change of Control Offer). The Issuer Issuers and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is Issuers are required within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such DefaultDefault or Event of Default and the status thereof.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) set forth in the Indenture occurs and is continuing, the Trustee Trustee, by notice to the Issuers, or the Holders of at least 25% in principal amount of the then outstanding Notes Notes, by notice to the Issuers and the Trustee, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency, reorganization described in the principal of, and accrued but unpaid interest, if any, onIndenture with respect to the Company or the Operating Company, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerpower conferred on it. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, Default (except a Default or Event of Default relating to the payment of principal principal, interest or interest, premium) 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, except a continuing Default or Event of Default in the payment of the principal of or premium or interest on or the principal Notes and except for provisions requiring the consent of any Note held by a non-consenting Holdereach affected Holder under Section 10.02 of the Indenture. The Issuer is Issuers are required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer is Issuers are required within five Business Days after 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 In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default Default, as defined in the Indenture arising from certain events of bankruptcy or insolvency) insolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Securities will become due and payable immediately and automatically 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 principal amount of the then outstanding Notes Securities may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes Securities to be due and payable immediately. Notwithstanding Holders of the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders Securities may not enforce the Indenture, the Notes Indenture or the Guarantees Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securities notice of any continuing Default or Event of Default, Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may may, on behalf of the Holders of all of the Notes Securities, waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, the Securities. [In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the interest on or premium that the principal of any Note held by a non-consenting Holder. The Issuer is required Company would have had to deliver pay if it then had elected to redeem the Securities pursuant to the Trustee annually a statement regarding compliance with optional redemption provisions of the Indenture, an A1-8 equivalent premium shall also become and be immediately due and payable to the Issuer is required within five Business Days after becoming aware extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any Defaultwillful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, to deliver then the premium specified in the Indenture shall also become immediately due and payable to the Trustee a statement specifying such Defaultextent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any an Event of Default (other than an Event as specified in Section 6.01(a)(7) or (8) of Default arising from certain events of bankruptcy or insolvencythe Indenture) occurs shall occur and is continuingbe continuing with respect to this Indenture, the Trustee or the Holders of at least 2525.0% in aggregate principal amount of the then then-outstanding Notes may declare the all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued interest on all the then total outstanding Notes to be due and payable immediatelyimmediately by notice in writing to the Company (with a copy to the Trustee if notice is provided by the Holders of the Notes) specifying the Event of Default. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events specified in Section 6.01(a)(7) or (8) of bankruptcy or insolvencythe Indenture occurs and is continuing, the principal of, and accrued but unpaid interest, if any, on, then all the then outstanding Notes shall become due and payable immediately in an amount equal to the principal amount of the Notes, together with accrued and unpaid interest, if any, to the date the Notes become due and payable, without further action any declaration or noticeother act on the part of the Trustee or any Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee in writing in its exercise of or exercising any trust or powerpower conferred on it. The Trustee may withhold from Holders Except in the case 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 interestprincipal, premium, if it any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the then-outstanding Notes then outstanding by written notice to the Trustee may may, on behalf of the Holders of all of the Notes waive Notes, waive, rescind or cancel any existing Default or Event of Default and its consequences under the Indenture excepthereunder if such waiver, rescission or cancellation 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, if any, on the interest on or Notes; provided, however, that the Holders of a majority in aggregate principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any Note held by a non-consenting Holderrelated payment default that resulted from such acceleration. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days 30 days after becoming an Officer of the Company becomes aware of any Default or Event of Default, to deliver to the Trustee a statement an Officer’s Certificate specifying such DefaultDefault or Event of Default (unless such Default or Event of Default has been cured or waived within such 30-day time period) and any actions being taken by the Company and the Guarantors with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy the type specified in clause (6) or insolvency(7) of Section 6.01 of the Indenture) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then then-outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total then-outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events under clause (6) or (7) of bankruptcy or insolvency, Section 6.01 of the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in writing 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, 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 by notice to the Trustee (with a copy to the Issuer; provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, (except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer is taking or proposes to take with respect thereto, unless such Default has been cured.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Required Holders of at least 2530% in aggregate principal amount of the then outstanding Notes Required Debt may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in writing 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, Additional Interest, if any, or interest, ) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding Required Debt by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, Additional Interest, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer and each Guarantor (to the extent that such Guarantor is so required under the Trust Indenture Act) is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five (5) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency) reorganization specified in the Indenture with respect to the Parent Guarantor, the Company or any 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 * Not to be included for Exchange Notes. principal amount of the then outstanding Notes may declare the all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued interest on all the then total outstanding Notes to be due and payable immediately. Notwithstanding , by a notice in writing to the foregoingCompany (and to the Trustee if given by the Holders of the Notes) and upon any such declaration, in the case of an Event of Default arising from certain events of bankruptcy or insolvencysuch principal, the principal of, and accrued but unpaid interestpremium, if any, on, all the then outstanding Notes and interest shall become due and payable without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise of any trust or powerimmediately. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, Default (except a Default or Event of Default relating to the payment of principal or interest, ) if it determines that withholding notice is in their interest. The Holders of not less than a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the outstanding Notes waive any existing Default or Event of past Default and its consequences under the Indenture except, except a continuing Default or Event of Default (1) in the payment of the principal of, premium, if any, or interest on any Note (which may only be waived with the consent of each Holder of Notes affected) or (2) in respect of a covenant or provision which under the Indenture cannot be modified or amended without the consent of the Holder of each Note affected by such modification or amendment. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any Note held by a non-consenting Holdertrust or power conferred on it. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer Company is required within five Business Days after upon certain Officers becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency specified in clause (9) or (10) of Section 601 of the Supplemental Indenture, all Outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal principal, premium or interest, ) if it and so long as the Trustee in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Company is required to deliver to the Trustee annually an Officers’ Certificate regarding the compliance with the Indenture, and the Company is required, within five Business Days after becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. The Holders of at least a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee Outstanding may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default past default and its consequences under the Indenture exceptIndenture, except a continuing Default or Event of Default default in the payment of the interest on or any premium on, or the principal of, the Notes and except as provided in Section 613(2) of any Note held by a non-consenting Holderthe Supplemental Indenture. The Issuer is required Holders of at least a majority in aggregate principal amount of the then Outstanding Notes will have the right to deliver direct the time, method and place of conducting any proceeding for any remedy available to the Trustee annually a statement regarding compliance with respect to the Notes. However, the Trustee may refuse to follow any direction that conflicts with law or the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to or that may involve the Trustee a statement specifying in personal liability, and may take any other action it deems proper that is not inconsistent with any such Defaultdirection received from Holders of Notes.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy the type specified in clause (6) or insolvency(7) of Section 6.01 of the Indenture) occurs and is continuingcontinuing under the Indenture, the Trustee or the Holders of at least 2530% in principal amount of the then then-outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total then-outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events under clause (6) or (7) of bankruptcy or insolvency, Section 6.01 of the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in writing 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, 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 by written notice to the Trustee (with a copy to the Issuer; provided that any waiver or rescission under Section 6.04 of the Indenture shall be valid and binding notwithstanding the failure to provide a copy of such notice to the Issuer) may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, (except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder) (including in connection with an Asset Sale Offer or a Change of Control Offer) and rescind any acceleration with respect to the Notes and its consequences under the Indenture (except if such rescission would conflict with any judgment of a court of competent jurisdiction). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer is taking or proposes to take with respect thereto, unless such Default has been cured.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) Default, as defined in the Indenture, occurs and is continuing, the a Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing in its exercise time, method and place of conducting any proceeding for exercising any remedy available to the Trustees or exercising any trust or powerpower conferred on the Trustees, subject to the requirements set forth in the Indenture. The Trustee may withhold from Holders Company shall deliver to the Trustees, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate regarding compliance with all conditions and covenants under the Indenture and Collateral Agreements and, if the Company is not in compliance, the Company must specify any Defaults. So long as any of the Notes notice are outstanding, the Company will deliver to the Trustees, forthwith upon becoming aware of any continuing Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default The Trustees may withhold from Holders the notice of any Default if, and so long as, the Trustees determine in good faith that withholding the notice is in the interests of the Holders of the Notes, except a Default or Event of Default relating to the payment of principal or of, premium on, if any, and interest, if it determines that withholding notice is in their interestany. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes by written notice to the Trustee may Trustees, or the Collateral Agent, as applicable, may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any an existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or premium, if any, on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events of Default relating to the Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of, of and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes of such series to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency occurs and is continuing, the then all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued and unpaid interest on all the then outstanding Notes 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 Holder. Holders may not enforce the Indenture, the Notes or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes of the affected series (voting as a single class) by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the Indenture except, with respect to such series of Notes except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal Notes of any Note such series held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five 30 Business Days after becoming aware of any DefaultDefault with respect to this series of Notes, to deliver to the Trustee a statement specifying such Default.Default and what action the Issuer proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: Delphi Corporation 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below:

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) , with respect to the Company or any of the Restricted Subsidiaries that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoing, in Company specifying the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or noticeDefault. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or interest, interest or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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, except a continuing Default or Event of Default in the payment of the interest on (including Additional Interest, if any) on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNotes.

Defaults and Remedies. The Events Each of the following constitutes an Event of Default: (i) default by the Company in the payment of interest on the Notes when the same becomes due and payable and default continues for a period of 30 days; (ii) default by the Company in the payment of the principal of or premium, if any, on the Notes when the same becomes due and payable at maturity, upon redemption or otherwise; (iii) failure by the Company for 90 days after notice to comply with any of its other agreements in the Indenture or the Notes other than any agreements with respect to which a failure to observe or perform is dealt with otherwise in the Indenture or Notes or is expressly included in the Indenture or Notes solely for the benefit of a series of notes other than these Notes and (iv) certain events of bankruptcy or insolvency with respect to the Company. Notwithstanding the foregoing, no Event of Default relating to will have occurred under the Notes are defined in Section 6.01 of if the IndentureCompany fails to file timely any annual report or information, document or other report that it is required to be filed with the SEC. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency with respect to the principal of, and accrued but unpaid interest, if any, onCompany, all the then outstanding Notes shall will become due and payable without further action or notice. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes and other series of Securities affected (treating the Notes and such other series as a single class) may direct the Trustee in writing 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, 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 and other series of Securities affected (treating the Notes and such other series as a single class) 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, except a continuing Default or Event of Default in the payment of principal, interest or premium on the interest on or the principal of any Note held by a non-consenting HolderNotes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after 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 Convertible Notes shall have the Events of Default relating to the Notes are defined as set forth in Section 6.01 8.01 of the Indenture. If any Event of Default (other than Subject to certain limitations in the Indenture, if an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee by notice to the Company or the Holders Noteholders of at least 25% in aggregate principal amount of the then then-outstanding Convertible Notes by notice to the Company and the Trustee may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Convertible Notes to be due and payable immediately. Notwithstanding the foregoing, except that in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all unpaid principal and interest accrued on the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Convertible Notes shall become due and payable immediately without further action or notice. Holders Upon acceleration as described in either of the preceding sentences, the subordination provisions of the Indenture preclude any payment being made to Noteholders for at least 5 Business Days except as otherwise provided in the Indenture. The Noteholders of a majority in principal amount of the Convertible Notes then outstanding by written notice to the Trustee may rescind an acceleration 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 principal or interest that has become due solely because of the acceleration. Noteholders may not enforce the Indenture, the Notes Indenture or the Guarantees Convertible Notes except as provided in the Indenture. Subject to certain limitations, Holders Noteholders of a majority in aggregate principal amount of the then then-outstanding Convertible Notes issued under the Indenture may direct the Trustee in writing 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 by notice Company must furnish compliance certificates to the Trustee may on behalf annually. The above description of the Holders of all of the Notes waive any existing Default or Event Events of Default and remedies is qualified by reference to, and subject in its consequences under entirety by, the Indenture except, a continuing Default or Event of Default more complete description thereof contained in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (Default, other than an Event of Default one arising from certain events of bankruptcy or insolvency) insolvency as described in the Indenture, 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 Outstanding Notes may declare the principal of, of and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency, then in each and every such case, unless the principal of, of and accrued but and unpaid interest, if any, on, interest on all the then outstanding Notes shall have already become due and payable, the principal of and interest on all the Notes shall become due and payable immediately, without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in writing 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 Outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing past Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or on, the principal of, or premium, if any, on, the Notes or an Event of any Note held by Default relating to a non-consenting Holderprovision of the Indenture that cannot be amended without the consent of each Holder affected thereby. The Issuer Partnership is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Partnership is required within five Business Days 30 days after becoming it becomes aware of the occurrence of any Default, Default or Event of Default to deliver to the Trustee a statement specifying such DefaultDefault or Event of Default and certain additional information.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency with respect to the Issuer, any Restricted Subsidiary of the principal ofIssuer that is a Significant Subsidiary or any group of Restricted Subsidiaries of Issuer that, and accrued but unpaid interesttaken together, if any, onwould constitute a Significant Subsidiary, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitationslimitations in this Indenture, the Security Documents and/or the Intercreditor Agreement, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 Notes by notice to the Trustee may may, on behalf of the Holders of all of the Notes Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or premium or Additional Interest, if any, on, or the principal of any Note held by a non-consenting Holderof, the Notes. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

Defaults and Remedies. The This Note and the other Notes have the Events of Default relating to the Notes are defined as set forth in Section 6.01 of the Indenture. If any an Event of Default (other than an Event of Default arising from certain events specified in sub-clauses (viii) or (ix) of bankruptcy or insolvencySection 6.01(a) of the Indenture) occurs and is continuing, the Trustee or the registered Holders of at least 25not less than 30% in aggregate principal amount of the Notes then outstanding Notes may declare by written notice to the principal ofIssuers and the Parent Guarantor (and to the Trustee if such notice is given by the Holders), subject to certain limitations, may, and the Trustee, upon the written request of such Holders shall, declare this Note and the other Notes, and any Additional Amounts and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency are Events of Default and shall result in this Note and the principal of, and accrued but unpaid interest, if any, on, all the then outstanding other Notes shall become being due and payable without further action or noticeimmediately upon the occurrence of such Events of Default. Holders may not enforce the Indenture, this Note and the other Notes or the Guarantees except as provided in the Indenture and subject to the Intercreditor Agreement and any Additional Intercreditor Agreement. The Trustee may refuse to enforce the Indenture, this Note or the other Notes unless it receives security and/or indemnity (including by way of pre-funding) reasonably satisfactory to it. Subject to certain limitationslimitations and the Intercreditor Agreement (and any Additional Intercreditor Agreement), the Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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 by written notice to the Trustee may on behalf rescind any acceleration and its consequence if the rescission would not conflict with any judgment or decree and if all existing Events of the Holders Default have been cured or waived except nonpayment of all principal, premium, if any, or interest that has become due solely because of the Notes waive any existing Default or Event such acceleration. The above description of Events of Default and remedies is qualified by reference, and subject in its consequences under entirety, to the Indenture except, a continuing Default or Event of Default in payment provisions of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events of Default with respect to the Notes include: (i) default for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of principal of or premium, if any, on the Notes when due at Stated Maturity, upon redemption, by declaration or otherwise; (iii) default for 30 days in the making of any payment when due for a sinking, purchase or similar fund provided for in respect to the Notes; (iv) failure by the Company or any Guarantor for 90 days after notice to comply with any of its other covenants or agreements in the Indenture relating to the Notes are defined in Section 6.01 of Notes; (v) except as permitted by the Indenture, the Guarantee of Cxxxxx Parent ceasing to be in full force and effect or Cxxxxx Parent denies or disaffirms its obligations under the Indenture or its Guarantee; and (vi) certain events of bankruptcy, insolvency or reorganization with respect to the Issuer or Cxxxxx Parent. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding Outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of not less than a majority in aggregate principal amount of the then outstanding Outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The If and so long as the Trustee in good faith so determines that withholding notice is in the interests of the Holders, the Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default, 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 not less than a majority in aggregate principal amount of the Notes then outstanding Outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the interest on or on, the principal of any Note held by a non-consenting Holderof, or premium, if any, on, the Notes. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default Default, as defined in the Indenture arising from certain events of bankruptcy or insolvency) insolvency with respect to the Company or any of its Significant Subsidiaries, all outstanding Securities will become due and payable immediately and automatically 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 principal amount of the then outstanding Notes Securities may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes Securities to be due and payable immediately. Notwithstanding Holders of the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders Securities may not enforce the Indenture, the Notes Indenture or the Guarantees Securities except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes Securities may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes Securities notice of any continuing Default or Event of Default, Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes Securities then outstanding by notice to the Trustee may may, on behalf of the Holders of all of the Notes Securities, waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, the Securities. [In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the interest on or premium that the principal of any Note held by a non-consenting Holder. The Issuer is required Company would have had to deliver pay if it then had elected to redeem the Securities pursuant to the Trustee annually a statement regarding compliance with optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the Issuer is required within five Business Days after becoming aware extent permitted by law upon the acceleration of the Securities. If an Event of Default occurs during any time that the Securities or Guarantees are outstanding, by reason of any Defaultwillful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Securities, to deliver then the premium specified in the Indenture shall also become immediately due and payable to the Trustee a statement specifying such Defaultextent permitted by law upon the acceleration of the Securities.]

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding Notes outstanding, subject to certain limitations, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be immediately due and payable immediatelypayable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain Certain events of bankruptcy or insolvency, insolvency are Events of Default and shall result in the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become being immediately due and payable upon the occurrence of such Events of Default without any further action act of the Trustee or noticeany Holder. Holders of Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. The Trustee may refuse to enforce the Indenture or the Notes unless it receives security or indemnity satisfactory to it. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Notes then outstanding Notes may direct the Trustee in writing in its exercise of any trust or power. The Trustee may withhold from Holders of power under 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 interestIndenture. The Holders of a majority in aggregate principal amount of the Notes then outstanding outstanding, by written notice to the Trustee Issuers and the Trustee, may on behalf of the Holders of all of the Notes waive any existing Default or A-1-13 Event of Default and its consequences under the Indenture exceptDefault, except a continuing Default or Event of Default in the payment of the principal of or interest on a Note or a Default or Event of Default in respect of a provision that under the principal Indenture cannot be amended without the consent of each Noteholder adversely affected and may rescind and annul any Note held by a non-consenting Holderdeclaration of acceleration and its consequences. 16. Trustee Dealings with the Issuer The Issuer is required to deliver to the Trustee annually a statement regarding compliance with under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with and collect obligations owed to it by the Issuer is required within five Business Days after becoming aware Issuers or their Affiliates and may otherwise deal with the Issuers or their Affiliates with the same rights it would have if it were not Trustee. 17. No Recourse Against Others No past, present or future director, officer, employee, incorporator or shareholder of the Issuers or any Guarantor, as such, shall have any liability for any obligations of the Issuers or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release shall be part of the consideration for issuance of the Notes. 18. Authentication This Note shall not be valid until an authorized signatory of the Trustee (or an Authentication Agent) manually or electronically signs the certificate of authentication on the other side of this Note. 19. Abbreviations Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act). 20. Governing Law/Waiver of Trial by Jury; Submission to Jurisdiction THIS NOTE AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO AND EACH HOLDER OF NOTES BY ITS ACCEPTANCE THEREOF IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY. The parties irrevocably submit to the non-exclusive jurisdiction of any DefaultNew York State or federal court sitting in the Borough of Manhattan, to deliver City of New York, over any suit, action or proceeding arising out of or relating to the Trustee Indenture. To the fullest extent permitted by applicable law, the parties irrevocably waive and agree not to assert, by way of motion, as a statement specifying such Default.defense or

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) set forth in the Indenture occurs and is continuing, the Trustee Trustee, by notice to the Company, or the Holders of at least 25% in principal amount of the then then-outstanding Notes Notes, by notice to the Company and the Trustee, may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoingpreceding, in the case of an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency, reorganization described in Section 6.01(h) and (i) of the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or principal, interest, premium or Additional Interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding 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, except a continuing Default or Event of Default in the payment of the principal of, or premium, if any, interest or Additional Interest, if any, on or the principal Notes and except for provisions requiring the consent of any Note held by a non-consenting Holdereach affected Holder under Section 9.02 of the Indenture. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and and, so long as any Notes are outstanding, the Issuer Company is required within five Business Days after 10 days of 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 In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default Default, as defined in the Indenture arising from certain events of bankruptcy or insolvency) insolvency with respect to the Company or any of its Restricted Subsidiaries, 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 principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding Holders of the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due and payable without further action or notice. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal or interestinterest or Liquidated Damages, if any) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may 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, except a continuing Default or Event of Default in the payment of interest or Liquidated Damages, if any, on, or the principal of, the Notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by the Company or on their behalf with the intention of avoiding payment of the interest on or premium that the principal of any Note held by a non-consenting Holder. The Issuer is required Company would have had to deliver pay if the Company then had elected to redeem the Notes pursuant to the Trustee annually a statement regarding compliance with optional redemption provisions of the Indenture, an equivalent premium shall also become and be immediately due and payable to the Issuer is required within five Business Days after becoming aware extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs during any time that the Notes are outstanding, by reason of any Defaultwillful action (or inaction) taken (or not taken) by the Company or on its behalf with the intention of avoiding the prohibition on redemption of the Notes, to deliver then the premium specified in the Indenture shall also become immediately due and payable to the Trustee a statement specifying such Default.extent permitted by law upon the acceleration of the Notes. A1-8 116

Defaults and Remedies. The Notes shall have the Events of Default relating to the Notes are defined set forth in Section 6.01 8.01 of the Indenture. If any Subject to certain limitations in the Indenture, if an Event of Default occurs and is continuing (other than an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvency) occurs and is continuingreorganization set forth in the Indenture), the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy bankruptcy, insolvency or insolvencyreorganization set forth in the Indenture occurs with respect to the Company, the such principal of, and accrued but unpaid interestpremium, if any, on, all and interest on the then outstanding Notes shall become and be due and payable immediately without further action or notice. If an Event of Default arising from certain events of bankruptcy, insolvency or reorganization set forth in the Indenture occurs with respect to any Significant Subsidiary or Significant Subsidiaries of the Company, the Trustee by notice to the Company or the Holders of at least 25% in aggregate principal amount of the then outstanding Notes by notice to the Company and the Trustee may declare all the Notes to be due and payable immediately. The Holders of a majority in principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of all Holders of the Notes waive an existing Default or Event of Default and its consequences except a continuing Default or Event of Default in the payment of the principal or interest on any Note. Holders may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitationslimitations set forth in the Indenture, Holders of a majority in aggregate principal amount of the then outstanding Notes issued under the Indenture may direct the Trustee in writing 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 Company must furnish annually compliance certificates to the payment of principal or interest, if it determines that withholding notice is in their interestTrustee. The Holders above description 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 Events of Default and remedies is qualified by reference, and subject in its consequences under the Indenture exceptentirety, a continuing Default or Event of Default in payment of the interest on or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with more complete description thereof contained in the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

Defaults and Remedies. The Events In the case of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency specified in Section 6.01(g) or Section 6.01(h) of the Indenture with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding immediately by notice in writing to the foregoingCompany specifying the Event of Default; provided, in however, that a Default under Section 6.01(d) or Section 6.01(e) of the case of Indenture shall not constitute an Event of Default arising from certain events until the Trustee notifies the Company or the Holders of bankruptcy or insolvency, at least 25% in principal amount of the principal of, and accrued but unpaid interest, if any, on, all the then outstanding Notes shall become due notify the Company and payable without further action the Trustee of the Default and the Company does not cure such Default within the time specified in Section 6.01(d) or Section 6.01(e) after receipt of such notice. Holders of the Notes may not enforce the Indenture, Indenture or the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then then-outstanding Notes may direct the Trustee in writing 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, Default (except a Default or Event of Default relating to the payment of principal principal, interest or interestpremium, if it any) if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in their interestthe interests of the Holders of the Notes. The Holders of a majority in aggregate principal amount of the Notes then outstanding by 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 exceptIndenture, except a continuing Default or Event of Default in the payment of interest on, premium, if any, on, or the principal of, the Notes; provided, however, that the Holders of a majority in principal amount of the then outstanding Notes may rescind an acceleration and its consequences, except a Default or Event of Default in the payment of the principal of, or premium (if any) or interest on or the principal of any Note held by on, a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNote.

Defaults and Remedies. The Events of Default relating to the Notes of this series are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes of all series affected thereby may declare the principal of, of and accrued but unpaid interest, if any, on, interest on all the then total outstanding Notes of such series to be due and payable immediatelyimmediately by notice in writing to the Company and the Trustee (if given by the Holders) specifying the respective Event of Default and that it is a “notice of acceleration”, and the same shall become immediately due and payable. Notwithstanding the foregoing, in the case of If an Event of Default arising from certain events of bankruptcy or insolvencyinsolvency occurs and is continuing, the then all unpaid principal of, and accrued but unpaid interestpremium, if any, on, and accrued and unpaid interest on all the then outstanding Notes 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 Holder. Holders may not enforce the Indenture, the Notes of this series or the Note Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes of all affected series may direct the Trustee in writing 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 determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding Notes of the affected series (voting as a single class) by written notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences under the Indenture except, with respect to such series of Notes except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal Notes of any Note such series held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five 30 Business Days after becoming aware of any DefaultDefault with respect to this series of Notes, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto. [•]. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee or Authentication Agent. [•]. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES OF THIS SERIES AND THE NOTE GUARANTEES. [•]. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and ISIN numbers to be printed on the Notes of this series and the Trustee or Registrar may use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes of this series or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to the Issuer at the following address: Delphi Corporation 0000 Xxxxxx Xxxxx Xxxx, Xxxxxxxx 00000 Facsimile: (000) 000-0000 Attention: Treasurer ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: (Insert assignee’s legal name) (Insert assignee’s soc. sec. or tax I.D. no.) (Print or type assignee’s name, address and zip code) and irrevocably appoint to transfer this Note on the books of the Issuer. The agent may substitute another to act for him. Date: Your Signature: (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note is $ . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Certificated Note, or exchanges of a part of another Global or Certificated Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease or increase Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Required Holders of at least 2530% in aggregate principal amount of the then outstanding Notes Required Debt may declare the principal of, of and accrued but unpaid interestpremium, if any, oninterest (including Additional Interest, if any) and any other monetary obligations on all the then total outstanding Notes of the affected series to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, the all principal of, and accrued but unpaid interestpremium, if any, interest (including Additional Interest, if any) and any other monetary obligations on, all the then outstanding Notes shall will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Required Holders of a majority in aggregate principal amount of the then outstanding Notes Required Debt may direct the Trustee in writing 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 interestinterest (including Additional Interest, if any)) if it determines that withholding notice is in their interest. The Required Holders of a majority in aggregate principal amount of the Notes then outstanding Required Debt by notice to the Trustee may on behalf of the Required Holders of all of the Notes Required Debt waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in the payment of the principal of, or premium, if any, or interest on or (including Additional Interest, if any) on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer EFIH is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer EFIH is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action EFIH proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 2525.0% in principal amount of the then outstanding Notes may declare the principal ofprincipal, and accrued but unpaid interestpremium, if any, on, interest and any other monetary obligations on all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, insolvency as set forth in the principal of, and accrued but unpaid interest, if any, onIndenture, all the then outstanding Notes shall become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes or the Guarantees except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes (excluding any Notes directly or indirectly held by the Issuer or its Affiliates) may direct the Trustee in writing 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 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 all the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except, except a continuing Default or Event of Default in payment of the principal of, premium, if any, or interest on or on, any of the principal of any Note Notes held by a non-consenting Holder. The Issuer Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer Company is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultDefault and what action the Issuer proposes to take with respect thereto.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default (other than an Event of Default arising from certain events of bankruptcy or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of, and accrued but unpaid interest, if any, on, all the then total outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the principal of, and accrued but unpaid interest, if any, onCompany or any of the Subsidiaries that are a Significant Subsidiary, all the then outstanding New Second Lien Convertible Notes shall will become due and payable immediately without further action or notice. If any other Event of Default occurs and is Continuing, the Convertible Second Lien Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding New Second Lien Convertible Notes may declare all the New Second Lien Convertible Notes to be due and payable immediately by notice in writing to the Company (and in the case of the Holders, to the Convertible Second Lien Trustee and the Company) specifying the Event of Default. Holders of the New Second Lien Convertible Notes may not enforce the Indenture, the Notes Second Lien Indenture or the Guarantees New Second Lien Convertible Notes except as provided in the Second Lien Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding New Second Lien Convertible Notes may direct the Convertible Second Lien Trustee in writing in its exercise of any trust or power. The Convertible Second Lien Trustee may withhold from Holders of the New Second Lien Convertible Notes notice of any continuing Continuing Default or Event of Default, 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 New Second Lien Convertible Notes then outstanding by notice to the Convertible Second Lien Trustee may on behalf of the Holders of all of the New Second Lien Convertible Notes waive any existing Default or Event of Default and its consequences under the Second Lien Indenture except, except a continuing Continuing Default or Event of Default in the payment of the interest on on, or the principal of any Note held by a non-consenting Holder. The Issuer is required to deliver to of, the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within five Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such DefaultNew Second Lien Convertible Notes.